Verfügbarkeit: Annotated companies legislation

Annotated companies legislation:

Gespeichert in:

Bibliographische Detailangaben
Format:	Buch
Sprache:	English
Veröffentlicht:	Oxford Oxford University Press 2013
Ausgabe:	3. ed.
Schlagworte:	Corporation law / Great Britain Gesellschaftsrecht Grossbritannien Großbritannien
Online-Zugang:	Inhaltsverzeichnis
Beschreibung:	Includes bibliographical references and index
Beschreibung:	CCII, 1827 S.
ISBN:	9780199677696 0199677697

Internformat

MARC


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245	1	0	\|a Annotated companies legislation \|c ed. by John Birds ... Contributors: John Birds ; Nigel Boardman ...
250			\|a 3. ed.
264		1	\|a Oxford \|b Oxford University Press \|c 2013
300			\|a CCII, 1827 S.
336			\|b txt \|2 rdacontent
337			\|b n \|2 rdamedia
338			\|b nc \|2 rdacarrier
500			\|a Includes bibliographical references and index
650		4	\|a Corporation law / Great Britain
650		4	\|a Gesellschaftsrecht
651		4	\|a Grossbritannien
651		4	\|a Großbritannien
700	1		\|a Birds, John \|e Sonstige \|0 (DE-588)170766071 \|4 oth
700	1		\|a Boardman, Nigel \|e Sonstige \|4 oth
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Datensatz im Suchindex

_version_	1804150417220698112
adam_text	CONTENTS EDITORIAL TEAM LIX TABLE OF CASES LXV TABLE OF STATUTES XCIII TABLE OF STATUTORY INSTRUMENTS CXXXVII COMPANIES ACT 2006 TABLE OF ORIGINS CXLIX COMPANIES ACT 2006 TABLE OF DESTINATIONS CLXXVII COMPANIES ACT 2006 TABLE OF COMMENCEMENT DATES CCI 1 GENERAL INTRODUCTORY PROVISIONS COMPANIES AND COMPANIES ACTS 1 COMPANIES 1.1.01 2 THE COMPANIES ACTS 1.2.01 TYPES OF COMPANY 3 LIMITED AND UNLIMITED COMPANIES L3.01 4 PRIVATE AND PUBLIC COMPANIES 1.4.01 5 COMPANIES LIMITED BY GUARANTEE AND HAVING SHARE CAPITAL 1.5.01 6 COMMUNITY INTEREST COMPANIES 1.6.01 2 COMPANY FORMATION GENERAL 7 METHOD OF FORMING COMPANY 2.7.01 8 MEMORANDUM OF ASSOCIATION 2.8.01 REQUIREMENTS FOR REGISTRATION 9 REGISTRATION DOCUMENTS 2.9.01 10 STATEMENT OF CAPITAL AND INITIAL SHAREHOLDINGS 2.10.01 11 STATEMENT OF GUARANTEE 2.11.01 12 STATEMENT OF PROPOSED OFFICERS 2.12.01 13 STATEMENT OF COMPLIANCE 2.13.01 REGISTRATION AND ITS EFFECT 14 REGISTRATION 2.14.01 15 ISSUE OF CERTIFICATE OF INCORPORATION 2.15.01 16 EFFECT OF REGISTRATION 2.16.01 3 A COMPANY S CONSTITUTION CHAPTER 1 INTRODUCTORY 17 A COMPANY S CONSTITUTION 3.17.01 CHAPTER 2 ARTICLES OF ASSOCIATION GENERAL 18 ARTICLES OF ASSOCIATION 3.18.01 19 POWER OF SECRETARY OF STATE TO PRESCRIBE MODEL ARTICLES 3.19.01 20 DEFAULT APPLICATION OF MODEL ARTICLES 3.20.01 ALTERATION OF ARTICLES 21 AMENDMENT OF ARTICLES 3.21.01 22 ENTRENCHED PROVISIONS OF THE ARTICLES 3.22.01 23 NOTICE TO REGISTRAR OF EXISTENCE OF RESTRICTION ON AMENDMENT OF ARTICLES 3.23.01 24 STATEMENT OF COMPLIANCE WHERE AMENDMENT OF ARTICLES RESTRICTED 3.24.01 25 EFFECT OF ALTERATION OF ARTICLES ON COMPANY S MEMBERS 3.25.01 26 REGISTRAR TO BE SENT COPY OF AMENDED ARTICLES 3.26.01 CONTENTS 27 REGISTRARS NOTICE TO COMPLY IN CASE OF FAILURE WITH RESPECT TO AMENDED ARTICLES 3 27 01 SUPPLEMENTARY 28 EXISTING COMPANIES: PROVISIONS OF MEMORANDUM TREATED AS PROVISIONS OFARTICLES 3 * 28 01 CHAPTER 3 RESOLUTIONS AND AGREEMENTS AFFECTING A COMPANY S CONSTITUTION 29 RESOLUTIONS AND AGREEMENTS AFFECTING A COMPANY S CONSTITUTION 3.29.01 30 COPIES OF RESOLUTIONS OR AGREEMENTS TO BE FORWARDED TO REGISTRAR 3.30.01 CHAPTER 4 MISCELLANEOUS AND SUPPLEMENTARY PROVISIONS STATEMENT OF COMPANY S OBJECTS 31 STATEMENT OF COMPANY S OBJECTS 3.31.01 OTHER PROVISIONS WITH RESPECT TO A COMPANY S CONSTITUTION 32 CONSTITUTIONAL DOCUMENTS TO BE PROVIDED TO MEMBERS 3.32.01 33 EFFECT OF COMPANY S CONSTITUTION 3.33.01 34 NOTICE TO REGISTRAR WHERE COMPANY S CONSTITUTION ALTERED BY ENACTMENT 3.34.01 35 NOTICE TO REGISTRAR WHERE COMPANY S CONSTITUTION ALTERED BY ORDER 3.35.01 36 DOCUMENTS TO BE INCORPORATED IN OR ACCOMPANY COPIES OF ARTICLES ISSUED BY COMPANY 3.36.01 SUPPLEMENTARY PROVISIONS 37 RIGHT TO PARTICIPATE IN PROFITS OTHERWISE THAN AS MEMBER VOID 3.37.01 38 APPLICATION TO SINGLE MEMBER COMPANIES OF ENACTMENTS AND RULES OF LAW 3.38.01 4 A COMPANY S CAPACITY AND RELATED MATTERS CAPACITY OF COMPANY AND THE POWERS OF DIRECTORS TO BIND IT 39 A COMPANY S CAPACITY 4.39.01 40 POWER OF DIRECTORS TO BIND THE COMPANY 4.40.01 41 CONSTITUTIONAL LIMITATIONS: TRANSACTIONS INVOLVING DIRECTORS OR THEIR ASSOCIATES 4.41.01 42 CONSTITUTIONAL LIMITATIONS: COMPANIES THAT ARE CHARITIES 4.42.01 FORMALITIES OF DOING BUSINESS UNDER THE LAW OF ENGLAND AND WALES OR NORTHERN IRELAND 43 COMPANY CONTRACTS 4.43.02 44 EXECUTION OF DOCUMENTS 4.44.01 ^ COMMON SEAL 4.45.01 46 EXECUTION OF DEEDS 4.46.01 V EXECUTION OF DEEDS OR OTHER DOCUMENTS BY ATTORNEY 4.47.01 FORMALITIES OF DOING BUSINESS UNDER THE LAW OF SCOTLAND * EXECUTION OF DOCUMENTS BY COMPANIES 4.48.01 OTHER MATTERS * OTHCIAL SEAL TOR USE ABROAD 4 49 01 0 OFFICIAL SEAL FOR SHARE CERTIFICATES ETC ^I T N ORP R TK F ORP R TKM C NTRACTS DEEDS A * D OBLIGATIONS 4.51.01 T EXCHANGE AND PROMISSORY NOTES 4.52.01 5 A COMPANY S NAME CHAPTER 1 GENERAL REQUIREMENTS PROHIBITED NAMES PROHIBITED NAMES CONTENTS XI SENSITIVE WORDS AND EXPRESSIONS 54 NAMES SUGGESTING CONNECTION WITH GOVERNMENT OR PUBLIC AUTHORITY 55 OTHER SENSITIVE WORDS OR EXPRESSIONS 56 DUTY TO SEEK COMMENTS OF GOVERNMENT DEPARTMENT OR OTHER SPECIFIED BODY PERMITTED CHARACTERS ETC 57 PERMITTED CHARACTERS ETC 5.54.01 5.55.01 5.56.01 5.57.01 CHAPTER 2 INDICATIONS OF COMPANY TYPE OR LEGAL FORM REQUIRED INDICATIONS FOR LIMITED COMPANIES 58 PUBLIC LIMITED COMPANIES 5.58.01 59 PRIVATE LIMITED COMPANIES 5.59.01 60 EXEMPTION FROM REQUIREMENT AS TO USE OF LIMITED 1 5.60.01 61 CONTINUATION OF EXISTING EXEMPTION: COMPANIES LIMITED BY SHARES 5.61.01 62 CONTINUATION OF EXISTING EXEMPTION: COMPANIES LIMITED BY GUARANTEE 5,62.01 63 EXEMPT COMPANY: RESTRICTION ON AMENDMENT OF ARTICLES 5.63.01 64 POWER TO DIRECT CHANGE OF NAME IN CASE OF COMPANY CEASING TO BE ENTITLED TO EXEMPTION 5.64.01 INAPPROPRIATE USE OF INDICATIONS OF COMPANY TYPE OR LEGAL FORM 65 INAPPROPRIATE USE OF INDICATIONS OF COMPANY TYPE OR LEGAL FORM 5.65.01 CHAPTER 3 SIMILARITY TO OTHER NAMES SIMILARITY TO OTHER NAME ON REGISTRARS INDEX 66 NAME NOT TO BE THE SAME AS ANOTHER IN THE INDEX 67 POWER TO DIRECT CHANGE OF NAME IN CASE OF SIMILARITY TO EXISTING NAME 68 DIRECTION TO CHANGE NAME: SUPPLEMENTARY PROVISIONS SIMILARITY TO OTHER NAME IN WHICH PERSON HAS GOODWILL 69 OBJECTION TO COMPANY S REGISTERED NAME 70 COMPANY NAMES ADJUDICATORS 71 PROCEDURAL RULES 72 DECISION OF ADJUDICATOR TO BE MADE AVAILABLE TO PUBLIC 73 ORDER REQUIRING NAME TO BE CHANGED 74 APPEAL FROM ADJUDICATOR S DECISION 5.66.01 5.67.01 5.68.01 5.69.01 5.70.01 5.71.01 5.72.01 5.73.01 5.74.01 CHAPTER 4 OTHER POWERS OF THE SECRETARY OF STATE 75 PROVISION OF MISLEADING INFORMATION ETC 5.75.01 76 MISLEADING INDICATION OF ACTIVITIES 5.76.01 CHAPTER 5 CHANGE OF NAME 77 CHANGE OF NAME 5.77.01 78 CHANGE OF NAME BY SPECIAL RESOLUTION 5.78.01 79 CHANGE OF NAME BY MEANS PROVIDED FOR IN COMPANY S ARTICLES 5.79.01 80 CHANGE OF NAME: REGISTRATION AND ISSUE OF NEW CERTIFICATE OF INCORPORATION 5.80.01 81 CHANGE OF NAME: EFFECT 5.81.01 CHAPTER 6 TRADING DISCLOSURES 82 REQUIREMENT TO DISCLOSE COMPANY NAME ETC 83 CIVIL CONSEQUENCES OF FAILURE TO MAKE REQUIRED DISCLOSURE 84 CRIMINAL CONSEQUENCES OF FAILURE TO MAKE REQUIRED DISCLOSURES 85 MINOR VARIATIONS IN FORM OF NAME TO BE LEFT OUT OF ACCOUNT 5.82.01 5.83.01 5.84.01 5.85.01 CONTENTS 86 87 6 A COMPANY S REGISTERED OFFICE GENERAL A COMPANY S REGISTERED OFFICE CHANGE OF ADDRESS OF REGISTERED OFFICE WELSH COMPANIES WELSH COMPANIES 7 RE-REGISTRATION AS A MEANS OF ALTERING A COMPANY S STATUS INTRODUCTORY ALTERATION OF STATUS BY RE-REGISTRATION PRIVATE COMPANY BECOMING PUBLIC RE-REGISTRATION OF PRIVATE COMPANY AS PUBLIC REQUIREMENTS AS TO SHARE CAPITAL REQUIREMENTS AS TO NET ASSETS RECENT ALLOTMENT OF SHARES FOR NON-CASH CONSIDERATION APPLICATION AND ACCOMPANYING DOCUMENTS STATEMENT OF PROPOSED SECRETARY ISSUE OF CERTIFICATE OF INCORPORATION ON RE-REGISTRATION PUBLIC COMPANY BECOMING PRIVATE RE-REGISTRATION OF PUBLIC COMPANY AS PRIVATE LIMITED COMPANY APPLICATION TO COURT TO CANCEL RESOLUTION NOTICE TO REGISTRAR OF COURT APPLICATION OR ORDER APPLICATION AND ACCOMPANYING DOCUMENTS ISSUE OF CERTIFICATE OF INCORPORATION ON RE-REGISTRATION PRIVATE LIMITED COMPANY BECOMING UNLIMITED RE-REGISTRATION OF PRIVATE LIMITED COMPANY AS UNLIMITED APPLICATION AND ACCOMPANYING DOCUMENTS ISSUE OF CERTIFICATE OF INCORPORATION ON RE-REGISTRATION UNLIMITED PRIVATE COMPANY BECOMING LIMITED RE-REGISTRATION OF UNLIMITED COMPANY AS LIMITED APPLICATION AND ACCOMPANYING DOCUMENTS ISSUE OF CERTIFICATE OF INCORPORATION ON RE-REGISTRATION STATEMENT OF CAPITAL REQUIRED WHERE COMPANY ALREADY HAS SHARE CAPITAL PUBLIC COMPANY BECOMING PRIVATE AND UNLIMITED 109 RE-REGISTRATION OF PUBLIC COMPANY AS PRIVATE AND UNLIMITED 110 APPLICATION AND ACCOMPANYING DOCUMENTS ISSUE OT CERTIFICATE OF INCORPORATION ON RE-REGISTRATION 89 90 91 92 93 94 95 96 97 98 99 100 101 102 103 104 105 106 107 108 111 8 A COMPANY S MEMBERS CHAPTER 1 THE MEMBERS OF A COMPANY 112 THE MEMBERS OF A COMPANY CHAPTER 2 REGISTER OF MEMBERS GENERAL 113 REGISTER OF MEMBERS 114 REGISTER TO BE KEPT AVAILABLE FOR INSPECTION 6.86.01 6.87.01 6.88.01 115 116 INDEX OF MEMBERS RIGHTS TO INSPECT AND REQUIRE COPIES H7 REGISTER OF MEMBERS: RESPONSE TO REQUEST FOR INSPECTION OR COPY 7.89.01 7.90.01 7.91.01 7.92.01 7.93.01 7.94.01 7.95.01 7.96.01 7.97.01 7.98.01 7.99.01 7.100.01 7.101.01 7.102.01 7.103.01 7.104.01 7.105.01 7.106.01 7.107.01 7.108.01 7.109.01 7.110.01 7.111.01 8.112.01 8.113.01 8.114.01 8.115.01 8.116.01 8.117.01 CONTENTS XIII 118 REGISTER OF MEMBERS: REFUSAL OF INSPECTION OR DEFAULT IN PROVIDING COPY 119 REGISTER OF MEMBERS: OFFENCES IN CONNECTION WITH REQUEST FOR OR DISCLOSURE OF INFORMATION 120 INFORMATION AS TO STATE OF REGISTER AND INDEX 121 REMOVAL OF ENTRIES RELATING TO FORMER MEMBERS SPECIAL CASES 122 SHARE WARRANTS 123 SINGLE MEMBER COMPANIES 124 COMPANY HOLDING ITS OWN SHARES AS TREASURY SHARES SUPPLEMENTARY 125 POWER OF COURT TO RECTIFY REGISTER 126 TRUSTS NOT TO BE ENTERED ON REGISTER 127 REGISTER TO BE EVIDENCE 128 TIME LIMIT FOR CLAIMS ARISING FROM ENTRY IN REGISTER CHAPTER 3 OVERSEAS BRANCH REGISTERS 129 OVERSEAS BRANCH REGISTERS 130 NOTICE OF OPENING OF OVERSEAS BRANCH REGISTER 131 KEEPING OF OVERSEAS BRANCH REGISTER 132 REGISTER OR DUPLICATE TO BE KEPT AVAILABLE FOR INSPECTION IN UK 133 TRANSACTIONS IN SHARES REGISTERED IN OVERSEAS BRANCH REGISTER 134 JURISDICTION OF LOCAL COURTS 135 DISCONTINUANCE OF OVERSEAS BRANCH REGISTER CHAPTER 4 PROHIBITION ON SUBSIDIARY BEING MEMBER OF ITS HOLDING COMPANY GENERAL PROHIBITION 136 PROHIBITION ON SUBSIDIARY BEING A MEMBER OF ITS HOLDING COMPANY 137 SHARES ACQUIRED BEFORE PROHIBITION BECAME APPLICABLE SUBSIDIARY ACTING AS PERSONAL REPRESENTATIVE OR TRUSTEE 138 SUBSIDIARY ACTING AS PERSONAL REPRESENTATIVE OR TRUSTEE 139 INTERESTS TO BE DISREGARDED: RESIDUAL INTEREST UNDER PENSION SCHEME OR EMPLOYEES SHARE SCHEME 140 INTERESTS TO BE DISREGARDED: EMPLOYERS RIGHTS OF RECOVERY UNDER PENSION SCHEME OR EMPLOYEES 1 SHARE SCHEME SUBSIDIARY ACTING AS DEALER IN SECURITIES 141 SUBSIDIARY ACTING AS AUTHORISED DEALER IN SECURITIES 142 PROTECTION OF THIRD PARTIES IN OTHER CASES WHERE SUBSIDIARY ACTING AS DEALER IN SECURITIES SUPPLEMENTARY 143 APPLICATION OF PROVISIONS TO COMPANIES NOT LIMITED BY SHARES 144 APPLICATION OF PROVISIONS TO NOMINEES 9 EXERCISE OF MEMBERS RIGHTS 145 146 147 148 149 150 151 EFFECT OF PROVISIONS IN COMPANY S ARTICLES EFFECT OF PROVISIONS OF ARTICLES AS TO ENJOYMENT OR EXERCISE OF MEMBERS RIGHTS INFORMATION RIGHTS TRADED COMPANIES: NOMINATION OF PERSONS TO ENJOY INFORMATION RIGHTS INFORMATION RIGHTS: FORM IN WHICH COPIES TO BE PROVIDED TERMINATION OR SUSPENSION OF NOMINATION INFORMATION AS TO POSSIBLE RIGHTS IN RELATION TO VOTING INFORMATION RIGHTS: STATUS OF RIGHTS INFORMATION RIGHTS: POWER TO AMEND 8.118.01 8.119.01 8.120.01 8.121.01 8.122.01 8.123.01 8.124.01 8.125.01 8.126.01 8.127.01 8.128.01 8.129.02 8.130.01 8.131.01 8.132.01 8.133.01 8.134.01 8.135.01 8.136.02 8.137.01 8.138.01 8.139.01 8.140.01 8.141.01 8.142.01 8.143.01 8.144.01 9.145.01 9.146.01 9.147.01 9.148.01 9.149.01 9.150.01 9.151.01 CONTENTS EXERCISE OF RIGHTS WHERE SHARES HELD ON BEHALF OF OTHERS 152 EXERCISE OF RIGHTS WHERE SHARES HELD ON BEHALF OF OTHERS: EXERCISE IN DIFFERENT WAYS 153 EXERCISE OF RIGHTS WHERE SHARES HELD ON BEHALF OF OTHERS: MEMBERS REQUESTS 9.152.01 9.153.01 10 A COMPANY S DIRECTORS CHAPTER 1 APPOINTMENT AND REMOVAL OF DIRECTORS REQUIREMENT TO HAVE DIRECTORS 154 COMPANIES REQUIRED TO HAVE DIRECTORS 155 COMPANIES REQUIRED TO HAVE AT LEAST ONE DIRECTOR WHO IS A NATURAL PERSON 156 DIRECTION REQUIRING COMPANY TO MAKE APPOINTMENT APPOINTMENT 157 MINIMUM AGE FOR APPOINTMENT AS DIRECTOR 158 POWER TO PROVIDE FOR EXCEPTIONS FROM MINIMUM AGE REQUIREMENT 159 EXISTING UNDER-AGE DIRECTORS 160 APPOINTMENT OF DIRECTORS OF PUBLIC COMPANY TO BE VOTED ON INDIVIDUALLY 161 VALIDITY OF ACTS OF DIRECTORS REGISTER OF DIRECTORS, ETC 162 REGISTER OF DIRECTORS 163 PARTICULARS OF DIRECTORS TO BE REGISTERED: INDIVIDUALS 164 PARTICULARS OF DIRECTORS TO BE REGISTERED: CORPORATE DIRECTORS AND FIRMS 165 REGISTER OF DIRECTORS RESIDENTIAL ADDRESSES 166 PARTICULARS OF DIRECTORS TO BE REGISTERED: POWER TO MAKE REGULATIONS 167 DUTY TO NOTIFY REGISTRAR OF CHANGES REMOVAL 168 RESOLUTION TO REMOVE DIRECTOR 169 DIRECTORS RIGHT TO PROTEST AGAINST REMOVAL CHAPTER 2 GENERAL DUTIES OF DIRECTORS INTRODUCTORY 170 SCOPE AND NATURE OF GENERAL DUTIES THE GENERAL DUTIES 171 DUTY TO ACT WITHIN POWERS 172 DUTY TO PROMOTE THE SUCCESS OF THE COMPANY 173 DUTY TO EXERCISE INDEPENDENT JUDGMENT 174 DUTY TO EXERCISE REASONABLE CARE, SKILL AND DILIGENCE 175 DUTY TO AVOID CONFLICTS OF INTEREST 176 DUTY NOT TO ACCEPT BENEFITS FROM THIRD PARTIES 177 DUTY TO DECLARE INTEREST IN PROPOSED TRANSACTION OR ARRANGEMENT SUPPLEMENTARY PROVISIONS 178 CIVIL CONSEQUENCES OF BREACH OF GENERAL DUTIES 179 CASES WITHIN MORE THAN ONE OF THE GENERAL DUTIES 180 CONSENT, APPROVAL OR AUTHORISATION BY MEMBERS 181 MODIFICATION OF PROVISIONS IN RELATION TO CHARITABLE COMPANIES CHAPTER 3 DECLARATION OF INTEREST IN EXISTING TRANSACTION OR ARRANGEMENT 182 DECLARATION OF INTEREST IN EXISTING TRANSACTION OR ARRANGEMENT 183 ORRENCE OF FAILURE TO DECLARE INTEREST 184 DECLARATION MADE BY NOTICE IN WRITING 185 GENERAL NOTICE TREATED AS SUFFICIENT DECLARATION 10.154.01 10.155.01 10.156.01 10.157.01 10.158.01 10.159.01 10.160.01 10.161.01 10.162.01 10.163.01 10.164.01 10.165.01 10.166.01 10.167.01 10.168.01 10.169.01 10.170.01 10.171.01 10.172.01 10.173.01 10.174.01 10.175.01 10.176.01 10.177.01 10.178.01 10.179.01 10.180.01 10.181.01 10.182.01 10.183.01 10.184.01 10.185.01 CONTENTS XV 186 DECLARATION OF INTEREST IN CASE OF COMPANY WITH SOLE DIRECTOR 10.186.01 187 DECLARATION OF INTEREST IN EXISTING TRANSACTION BY SHADOW DIRECTOR 10.187.01 CHAPTER 4 TRANSACTIONS WITH DIRECTORS REQUIRING APPROVAL OF MEMBERS SERVICE CONTRACTS 188 DIRECTORS LONG-TERM SERVICE CONTRACTS: REQUIREMENT OF MEMBERS APPROVAL 10.188.01 189 DIRECTORS LONG-TERM SERVICE CONTRACTS: CIVIL CONSEQUENCES OF CONTRAVENTION 10.189.01 SUBSTANTIAL PROPERTY TRANSACTIONS 190 SUBSTANTIAL PROPERTY TRANSACTIONS: REQUIREMENT OF MEMBERS APPROVAL 10.190.01 191 MEANING OF SUBSTANTIAL* 10.191.01 192 EXCEPTION FOR TRANSACTIONS WITH MEMBERS OR OTHER GROUP COMPANIES 10.192.01 193 EXCEPTION IN CASE OF COMPANY IN WINDING UP OR ADMINISTRATION 10.193.01 194 EXCEPTION FOR TRANSACTIONS ON RECOGNISED INVESTMENT EXCHANGE 10.194.01 195 PROPERTY TRANSACTIONS: CIVIL CONSEQUENCES OF CONTRAVENTION 10.195.01 196 PROPERTY TRANSACTIONS: EFFECT OF SUBSEQUENT AFFIRMATION 10.196.01 LOANS, QUASI-LOANS AND CREDIT TRANSACTIONS 197 LOANS TO DIRECTORS: REQUIREMENT OF MEMBERS APPROVAL 10.197.01 198 QUASI-LOANS TO DIRECTORS: REQUIREMENT OF MEMBERS APPROVAL 10.198.01 199 MEANING OF QUASI-LOAN AND RELATED EXPRESSIONS 10.199.01 200 LOANS OR QUASI-LOANS TO PERSONS CONNECTED WITH DIRECTORS: REQUIREMENT OF MEMBERS APPROVAL 10.200.01 201 CREDIT TRANSACTIONS: REQUIREMENT OF MEMBERS* APPROVAL 10.201.01 202 MEANING OF CREDIT TRANSACTION 10.202.01 203 RELATED ARRANGEMENTS: REQUIREMENT OF MEMBERS APPROVAL 10.203.01 204 EXCEPTION FOR EXPENDITURE ON COMPANY BUSINESS 10.204.01 205 EXCEPTION FOR EXPENDITURE ON DEFENDING PROCEEDINGS ETC 10.205.01 206 EXCEPTION FOR EXPENDITURE IN CONNECTION WITH REGULATORY ACTION OR INVESTIGATION 10.206.01 207 EXCEPTIONS FOR MINOR AND BUSINESS TRANSACTIONS 10.207.01 208 EXCEPTIONS FOR INTRA-GROUP TRANSACTIONS 10.208.01 209 EXCEPTIONS FOR MONEY-LENDING COMPANIES 10.209.01 210 OTHER RELEVANT TRANSACTIONS OR ARRANGEMENTS 10.210.01 211 THE VALUE OF TRANSACTIONS AND ARRANGEMENTS 10.211.01 212 THE PERSON FOR WHOM A TRANSACTION OR ARRANGEMENT IS ENTERED INTO 10.212.01 213 LOANS ETC: CIVIL CONSEQUENCES OF CONTRAVENTION 10.213.01 214 LOANS ETC: EFFECT OF SUBSEQUENT AFFIRMATION 10.214.01 PAYMENTS FOR LOSS OF OFFICE 215 PAYMENTS FOR LOSS OF OFFICE 10.215.01 216 AMOUNTS TAKEN TO BE PAYMENTS FOR LOSS OF OFFICE 10.216.01 217 PAYMENT BY COMPANY: REQUIREMENT OF MEMBERS APPROVAL 10.217.01 218 PAYMENT IN CONNECTION WITH TRANSFER OF UNDERTAKING ETC: REQUIREMENT OF MEMBERS APPROVAL 10.218.01 219 PAYMENT IN CONNECTION WITH SHARE TRANSFER: REQUIREMENT OF MEMBERS APPROVAL 10.219.01 220 EXCEPTION FOR PAYMENTS IN DISCHARGE OF LEGAL OBLIGATIONS ETC 10.220.01 221 EXCEPTION FOR SMALL PAYMENTS 10.221.01 222 PAYMENTS MADE WITHOUT APPROVAL: CIVIL CONSEQUENCES 10.222.01 SUPPLEMENTARY 223 TRANSACTIONS REQUIRING MEMBERS APPROVAL: APPLICATION OF PROVISIONS TO SHADOW DIRECTORS 10.223.01 224 APPROVAL BY WRITTEN RESOLUTION: ACCIDENTAL FAILURE TO SEND MEMORANDUM 10.224.01 225 CASES WHERE APPROVAL IS REQUIRED UNDER MORE THAN ONE PROVISION 10.225.01 CONTENTS 226 REQUIREMENT OF CONSENT OF CHARITY COMMISSION: COMPANIES THAT ARE CHARITIES 10.226 CHAPTER 5 DIRECTORS SERVICE CONTRACTS 227 DIRECTORS SERVICE CONTRACTS 228 COPY OF CONTRACT OR MEMORANDUM OF TERMS TO BE AVAILABLE FOR INSPECTION 229 RIGHT OF MEMBER TO INSPECT AND REQUEST COPY 230 DIRECTORS SERVICE CONTRACTS: APPLICATION OF PROVISIONS TO SHADOW DIRECTORS 10.227.04 10.228.01 10.229.01 10.230.01 231 CHAPTER 6 CONTRACTS WITH SOLE MEMBERS WHO ARE DIRECTORS CONTRACT WITH SOLE MEMBER WHO IS ALSO A DIRECTOR CHAPTER 7 DIRECTORS LIABILITIES PROVISION PROTECTING DIRECTORS FROM LIABILITY 232 PROVISIONS PROTECTING DIRECTORS FROM LIABILITY 233 PROVISION OF INSURANCE 234 QUALIFYING THIRD PARTY INDEMNITY PROVISION 235 QUALIFYING PENSION SCHEME INDEMNITY PROVISION 236 QUALIFYING INDEMNITY PROVISION TO BE DISCLOSED IN DIRECTORS REPORT 237 COPY OF QUALIFYING INDEMNITY PROVISION TO BE AVAILABLE FOR INSPECTION 238 RIGHT OF MEMBER TO INSPECT AND REQUEST COPY RATIFICATION OF ACTS GIVING RISE TO LIABILITY 239 RATIFICATION OF ACTS OF DIRECTORS CHAPTER 8 DIRECTORS RESIDENTIAL ADDRESSES: PROTECTION FROM DISCLOSURE 240 PROTECTED INFORMATION 241 PROTECTED INFORMATION: RESTRICTION ON USE OR DISCLOSURE BY COMPANY 242 PROTECTED INFORMATION: RESTRICTION ON USE OR DISCLOSURE BY REGISTRAR 243 PERMITTED USE OR DISCLOSURE BY THE REGISTRAR 244 DISCLOSURE UNDER COURT ORDER 245 CIRCUMSTANCES IN WHICH REGISTRAR MAY PUT ADDRESS ON THE PUBLIC RECORD 246 PUTTING THE ADDRESS ON THE PUBLIC RECORD CHAPTER 9 SUPPLEMENTARY PROVISIONS PROVISION FOR EMPLOYEES ON CESSATION OR TRANSFER OF BUSINESS 247 POWER TO MAKE PROVISION FOR EMPLOYEES ON CESSATION OR TRANSFER OR BUSINESS RECORDS OF MEETINGS OF DIRECTORS 248 MINUTES OF DIRECTORS MEETINGS 249 MINUTES AS EVIDENCE 250 DIRECTOR 251 SHADOW DIRECTOR MEANING OF DIRECTOR AND SHADOW DIRECTOR 3 OTHER DEFINITIONS 252 PERSONS CONNECTED WITH A DIRECTOR 253 MEMBERS OF A DIRECTOR S FAMILY 254 DIRECTOR CONNECTED WITH A BODY CORPORATE 255 DIRECTOR CONTROLLING A BODY CORPSE 10.231.01 10.232.06 10.233.01 10.234.01 10.235.01 10.236.01 10.237.01 10.238.01 10.239.01 10.240.01 10.241.01 10.242.01 10.243.01 10.244.01 10.245.01 10.246.01 10.247.01 10.248.01 10.249.01 10.250.01 10.251.01 10.252.01 10.253.01 10.254.01 10.255.01 CONTENTS XVII 256 ASSOCIATED BODIES CORPORATE 10.256.01 257 REFERENCES TO COMPANY S CONSTITUTION 10.257.01 GENERAL 258 POWER TO INCREASE FINANCIAL LIMITS 10.258.01 259 TRANSACTIONS UNDER FOREIGN LAW 10.259.01 11 DERIVATIVE CLAIMS AND PROCEEDINGS BY MEMBERS CHAPTER 1 DERIVATIVE CLAIMS IN ENGLAND AND WALES OR NORTHERN IRELAND 260 DERIVATIVE CLAIMS 11.260.01 261 APPLICATION FOR PERMISSION TO CONTINUE DERIVATIVE CLAIM 11.261.01 262 APPLICATION FOR PERMISSION TO CONTINUE CLAIM AS A DERIVATIVE CLAIM 11.262.01 263 WHETHER PERMISSION TO BE GIVEN 11.263.01 264 APPLICATION FOR PERMISSION TO CONTINUE DERIVATIVE CLAIM BROUGHT BY ANOTHER MEMBER 11.264.01 CHAPTER 2 DERIVATIVE PROCEEDINGS IN SCOTLAND 265 DERIVATIVE PROCEEDINGS 11.265.01 266 REQUIREMENT FOR LEAVE AND NOTICE 11.266.01 267 APPLICATION TO CONTINUE PROCEEDINGS AS DERIVATIVE PROCEEDINGS 11.267.01 268 GRANTING OF LEAVE 11.268.01 269 APPLICATION BY MEMBER TO BE SUBSTITUTED FOR MEMBER PURSUING DERIVATIVE PROCEEDINGS 11.269.01 12 COMPANY SECRETARIES PRIVATE COMPANIES 270 PRIVATE COMPANY NOT REQUIRED TO HAVE SECRETARY 12.270.01 PUBLIC COMPANIES 271 PUBLIC COMPANY REQUIRED TO HAVE SECRETARY 12.271.01 272 DIRECTION REQUIRING PUBLIC COMPANY TO APPOINT SECRETARY 12.272.01 273 QUALIFICATIONS OF SECRETARIES OF PUBLIC COMPANIES 12.273.01 PROVISIONS APPLYING TO PRIVATE COMPANIES WITH A SECRETARY AND TO PUBLIC COMPANIES 274 DISCHARGE OF FUNCTIONS WHERE OFFICE VACANT OR SECRETARY UNABLE TO ACT 12.274.01 275 DUTY TO KEEP REGISTER OF SECRETARIES 12.275.01 276 DUTY TO NOTIFY REGISTRAR OF CHANGES 12.276.01 277 PARTICULARS OF SECRETARIES TO BE REGISTERED: INDIVIDUALS 12.277.01 278 PARTICULARS OF SECRETARIES TO BE REGISTERED: CORPORATE SECRETARIES AND FIRMS 12.278.01 279 PARTICULARS OF SECRETARIES TO BE REGISTERED: POWER TO MAKE REGULATIONS 12.279.01 280 ACTS DONE BY PERSON IN DUAL CAPACITY 12.280.01 13 RESOLUTIONS AND MEETINGS CHAPTER 1 GENERAL PROVISIONS ABOUT RESOLUTIONS 281 282 283 284 285 285A 286 287 RESOLUTIONS ORDINARY RESOLUTIONS SPECIAL RESOLUTIONS VOTES: GENERAL RULES VOTING BY PROXY VOTING RIGHTS ON POLL OR WRITTEN RESOLUTION VOTES OF JOINT HOLDERS OF SHARES SAVING FOR PROVISIONS OF ARTICLES AS TO DETERMINATION OF ENTITLEMENT TO VOTE 13.281.01 13.282.01 13.283.01 13.284.01 13.285.01 13.285A.01 13.286.01 13.287.01 CONTENTS CHAPTER 2 WRITTEN RESOLUTIONS GENERAL PROVISIONS ABOUT WRITTEN RESOLUTIONS WRITTEN RESOLUTIONS OF PRIVATE COMPANIES ELIGIBLE MEMBERS CIRCULATION OF WRITTEN RESOLUTIONS CIRCULATION DATE CIRCULATION OF WRITTEN RESOLUTIONS PROPOSED BY DIRECTORS MEMBERS POWER TO REQUIRE CIRCULATION OF WRITTEN RESOLUTION CIRCULATION OF WRITTEN RESOLUTION PROPOSED BY MEMBERS EXPENSES OF CIRCULATION APPLICATION NOT TO CIRCULATE MEMBERS* STATEMENT AGREEING TO WRITTEN RESOLUTIONS PROCEDURE FOR SIGNIFYING AGREEMENT TO WRITTEN RESOLUTION PERIOD FOR AGREEING TO WRITTEN RESOLUTION SUPPLEMENTARY 298 SENDING DOCUMENTS RELATING TO WRITTEN RESOLUTIONS BY ELECTRONIC MEANS 299 PUBLICATION OF WRITTEN RESOLUTION ON WEBSITE 300 RELATIONSHIP BETWEEN THIS CHAPTER AND PROVISIONS OF COMPANY S ARTICLES 288 289 290 291 292 293 294 295 296 297 13.288.02 13.289.01 13.290.01 13.291.01 13.292.01 13.293.01 13.294.01 13.295.01 13.296.01 13.297.01 13.298.01 13.299.01 13.300.01 301 CHAPTER 3 RESOLUTIONS AT MEETINGS GENERAL PROVISIONS ABOUT RESOLUTIONS AT MEETINGS RESOLUTIONS AT GENERAL MEETINGS CALLING MEETINGS 302 DIRECTORS POWER TO CALL GENERAL MEETINGS 303 MEMBERS POWER TO REQUIRE DIRECTORS TO CALL GENERAL MEETING 304 DIRECTORS DUTY TO CALL MEETINGS REQUIRED BY MEMBERS 305 POWER OF MEMBERS TO CALL MEETING AT COMPANY S EXPENSE 306 POWER OF COURT TO ORDER MEETING NOTICE OF MEETINGS 307 NOTICE REQUIRED OF GENERAL MEETING 307 A NOTICE REQUIRED OF GENERAL MEETING: CERTAIN MEETINGS OF TRADED COMPANIES 308 MANNER IN WHICH NOTICE TO BE GIVEN 309 PUBLICATION OF NOTICE OF MEETING ON WEBSITE 310 PERSONS ENTITLED TO RECEIVE NOTICE OF MEETINGS 311 CONTENTS OF NOTICES OF MEETINGS 311A TRADED COMPANIES: PUBLICATION OF INFORMATION IN ADVANCE OF GENERAL MEETING 312 RESOLUTION REQUIRING SPECIAL NOTICE 313 ACCIDENTAL FAILURE TO GIVE NOTICE OF RESOLUTION OR MEETING MEMBERS 1 STATEMENTS 314 MEMBERS POWER TO REQUIRE CIRCULATION OF STATEMENTS 315 COMPANY S DUTY TO CIRCULATE MEMBERS* STATEMENT 316 EXPENSES OF CIRCULATING MEMBERS STATEMENT 317 APPLICATION NOT TO CIRCULATE MEMBERS STATEMENT PROCEDURE AT MEETINGS 318 QUORUM AT MEETINGS 319 CHAIRMAN OF MEETING 319A TRADED COMPANIES: QUESTIONS AT MEETINGS 320 DECLARATION BY CHAIRMAN ON A SHOW OF HANDS 321 RIGHT TO DEMAND A POLL 13.301.02 13.302.01 13.303.01 13.304.01 13.305.01 13.306.01 13.307.01 13.307A.01 13.308.01 13.309.01 13.310.01 13.311.01 13.311A.01 13.312.01 13.313.01 13.314.01 13.315.01 13.316.01 13.317.01 13.318.01 13319.01 13.319A.01 13.320.01 H ^91 01 CONTENTS XIX 322 VOTING ON A POLL 322A VOTING ON A POLL: VOTES CAST IN ADVANCE 323 REPRESENTATION OF CORPORATIONS AT MEETINGS PROXIES 324 RIGHTS TO APPOINT PROXIES 324A OBLIGATION OF PROXY TO VOTE IN ACCORDANCE WITH INSTRUCTIONS 325 NOTICE OF MEETING TO CONTAIN STATEMENT OF RIGHTS 326 COMPANY-SPONSORED INVITATIONS TO APPOINT PROXIES 327 NOTICE REQUIRED OF APPOINTMENT OF PROXY ETC 328 CHAIRING MEETINGS 329 RIGHT OF PROXY TO DEMAND A POLL 330 NOTICE REQUIRED OF TERMINATION OF PROXY S AUTHORITY 331 SAVING FOR MORE EXTENSIVE RIGHTS CONFERRED BY ARTICLES 332 ADJOURNED MEETINGS RESOLUTION PASSED AT ADJOURNED MEETING ELECTRONIC COMMUNICATIONS 333 SENDING DOCUMENTS RELATING TO MEETINGS ETC IN ELECTRONIC FORM 333A TRADED COMPANY: DUTY TO PROVIDE ELECTRONIC ADDRESS FOR RECEIPT OF PROXIES ETC APPLICATION TO CLASS MEETINGS 334 APPLICATION TO CLASS MEETINGS 335 APPLICATION TO CLASS MEETINGS: COMPANIES WITHOUT SHARE CAPITAL CHAPTER 4 PUBLIC COMPANIES [AND TRADED COMPANIES]: ADDITIONAL REQUIREMENTS FOR AGMS 336 PUBLIC COMPANIES [AND TRADED COMPANIES]: ANNUAL GENERAL MEETING 337 PUBLIC COMPANIES [AND TRADED COMPANIES]: NOTICE OF AGM 338 PUBLIC COMPANIES: MEMBERS POWER TO REQUIRE CIRCULATION OF RESOLUTIONS FOR AGMS 338A TRADED COMPANIES: MEMBERS POWER TO INCLUDE OTHER MATTERS IN BUSINESS DEALT WITH AT AGM 339 PUBLIC COMPANIES: COMPANY S DUTY TO CIRCULATE MEMBERS* RESOLUTIONS FOR AGMS 340 PUBLIC COMPANIES: EXPENSES OF CIRCULATING MEMBERS RESOLUTIONS FOR AGM 340A TRADED COMPANIES: DUTY TO CIRCULATE MEMBERS* ITEMS FOR AGM 340B TRADED COMPANIES: EXPENSES OF CIRCULATING OTHER MATTERS TO BE DEALT WITH AT AGM 13322.01 13.322A.01 13.323.01 13.324.01 13.324A.01 13.325.01 13.326.01 13.327.01 13.328.01 13.329.01 13.330.01 13.331.01 13.332.01 13.333.01 13.333A.01 13.334.01 13.335.01 13.336.01 13.337.01 13.338.01 13.338A.01 13.339.01 13340.01 13.340 A.01 13340B.01 CHAPTER 5 ADDITIONAL REQUIREMENTS FOR QUOTED COMPANIES [AND TRADED COMPANIES] WEBSITE PUBLICATION OF POLL RESULTS 341 RESULTS OF POLL TO BE MADE AVAILABLE ON WEBSITE INDEPENDENT REPORT ON A POLL 342 MEMBERS POWER TO REQUIRE INDEPENDENT REPORT ON POLL 343 APPOINTMENT OF INDEPENDENT ASSESSOR 344 INDEPENDENCE REQUIREMENT 345 MEANING OF ASSOCIATE* 346 EFFECT OF APPOINTMENT OF A PARTNERSHIP 347 THE INDEPENDENT ASSESSORS REPORT 348 RIGHTS OF INDEPENDENT ASSESSOR: RIGHT TO ATTEND MEETING ETC 349 RIGHTS OF INDEPENDENT ASSESSOR: RIGHT TO INFORMATION 350 OFFENCES RELATING TO PROVISION OF INFORMATION 351 INFORMATION TO BE MADE AVAILABLE ON WEBSITE 13341.01 13342.01 13343.01 13344.01 13345.01 13346.01 13347.01 13348.01 13349.01 13350,01 13351.01 CONTENTS SUPPLEMENTARY 352 APPLICATION OF PROVISIONS TO CLASS MEETINGS 353 REQUIREMENTS AS TO WEBSITE AVAILABILITY 354 POWER TO LIMIT OR EXTEND THE TYPES OF COMPANY TO WHICH PROVISIONS OF THIS CHAPTER APPLY CHAPTER 6 RECORDS OF RESOLUTIONS AND MEETINGS 355 RECORDS OF RESOLUTIONS AND MEETINGS ETC 356 RECORDS AS EVIDENCE OF RESOLUTIONS ETC 357 RECORDS OF DECISIONS BY SOLE MEMBER 358 INSPECTION OF RECORDS OF RESOLUTIONS AND MEETINGS 359 RECORDS OF RESOLUTIONS AND MEETINGS OF CLASS OF MEMBERS 360 COMPUTATION OF PERIODS OF NOTICE ETC: CLEAR DAY RULE 360A ELECTRONIC MEETINGS AND VOTING 360B TRADED COMPANIES: REQUIREMENTS FOR PARTICIPATING IN AND VOTING AT GENERAL MEETINGS 360C MEANING OF TRADED COMPANY 5 361 MEANING OF QUOTED COMPANY 14 CONTROL OF POLITICAL DONATIONS 371 372 373 374 375 376 377 AND EXPENDITURE INTRODUCTORY 362 INTRODUCTORY DONATIONS AND EXPENDITURE TO WHICH THIS PART APPLIES 363 POLITICAL PARTIES, ORGANISATIONS ETC TO WHICH THIS PART APPLIES 364 MEANING OF POLITICAL DONATION 365 MEANING OF POLITICAL EXPENDITURE AUTHORISATION REQUIRED FOR DONATIONS OR EXPENDITURE 366 AUTHORISATION REQUIRED FOR DONATIONS OR EXPENDITURE 367 FORM OF AUTHORISING RESOLUTION 368 PERIOD FOR WHICH RESOLUTION HAS EFFECT REMEDIES IN CASE OF UNAUTHORISED DONATIONS OR EXPENDITURE 369 LIABILITY OF DIRECTORS IN CASE OF UNAUTHORISED DONATION OR EXPENDITURE 370 ENFORCEMENT OF DIRECTORS* LIABILITIES BY SHAREHOLDER ACTION ENFORCEMENT OF DIRECTORS LIABILITIES BY SHAREHOLDER ACTION: SUPPLEMENTARY COSTS OF SHAREHOLDER ACTION INFORMATION FOR PURPOSES OF SHAREHOLDER ACTION EXEMPTIONS TRADE UNIONS SUBSCRIPTION FOR MEMBERSHIP OF TRADE ASSOCIATION ALL-PARTY PARLIAMENTARY GROUPS POLITICAL EXPENDITURE EXEMPTED BY ORDER DONATI 378 DONATIONS NOT AMOUNTING TO MORE THAN 5,000 IN ANY TWELVE-MONTH PERIOD SUPPLEMENTARY PROVISIONS 379 MINOR DEFINITIONS 380 SCHEME OF THIS PART 15 ACCOUNTS AND REPORTS CHAPTER 1 INTRODUCTION GENERAL 13.352.01 13.353.01 13.354.01 13.355.01 13.356.01 13.357.01 13.358.01 13.359.01 13.360.01 13.360A.01 13.360B.01 13.360C01 13.361.01 14.362.01 14.363.01 14.364.01 14.365.01 14.366.02 14.367.01 14.368.01 14369.01 14.370.01 14.371.01 14.372.01 14.373.01 14.374.01 14.375.01 14.376.01 14.377.01 14.378.01 14.379.01 15.380.01 CONTENTS XXI COMPANIES SUBJECT TO THE SMALL COMPANIES REGIME 381 COMPANIES SUBJECT TO THE SMALL COMPANIES REGIME 382 COMPANIES QUALIFYING AS SMALL: GENERAL 383 COMPANIES QUALIFYING AS SMALL: PARENT COMPANIES 384 COMPANIES EXCLUDED FROM THE SMALL COMPANIES REGIME QUOTED AND UNQUOTED COMPANIES 385 QUOTED AND UNQUOTED COMPANIES CHAPTER 2 ACCOUNTING RECORDS 386 DUTY TO KEEP ACCOUNTING RECORDS 387 DUTY TO KEEP ACCOUNTING RECORDS: OFFENCE 388 WHERE AND FOR HOW LONG RECORDS TO BE KEPT 389 WHERE AND FOR HOW LONG RECORDS TO BE KEPT: OFFENCES CHAPTER 3 A COMPANY S FINANCIAL YEAR 390 A COMPANY S FINANCIAL YEAR 391 ACCOUNTING REFERENCE PERIODS AND ACCOUNTING REFERENCE DATE 392 ALTERATION OF ACCOUNTING REFERENCE DATE 15.381.01 15.382.01 15.383.01 15.384.01 15.385.01 15.386.01 15.387.01 15.388.01 15.389.01 15.390.01 15.391.01 15.392.01 CHAPTER 4 ANNUAL ACCOUNTS GENERAL 393 ACCOUNTS TO GIVE TRUE AND FAIR VIEW INDIVIDUAL ACCOUNTS 394 DUTY TO PREPARE INDIVIDUAL ACCOUNTS 394A INDIVIDUAL ACCOUNTS: EXEMPTION FOR DORMANT SUBSIDIARIES 394B COMPANIES EXCLUDED FROM THE DORMANT SUBSIDIARIES EXEMPTION 394C DORMANT SUBSIDIARIES EXEMPTION: PARENT UNDERTAKING DECLARATION OF GUARANTEE 395 INDIVIDUAL ACCOUNTS: APPLICABLE ACCOUNTING FRAMEWORK 396 COMPANIES ACT INDIVIDUAL ACCOUNTS 397 IAS INDIVIDUAL ACCOUNTS 398 399 400 401 402 403 404 405 406 407 408 GROUP ACCOUNTS: SMALL COMPANIES OPTION TO PREPARE GROUP ACCOUNTS GROUP ACCOUNTS: OTHER COMPANIES DUTY TO PREPARE GROUP ACCOUNTS EXEMPTION FOR COMPANY INCLUDED IN EEA GROUP ACCOUNTS OF LARGER GROUP EXEMPTION FOR COMPANY INCLUDED IN NON-EEA GROUP ACCOUNTS OF LARGER GROUP EXEMPTION IF NO SUBSIDIARY UNDERTAKINGS NEED BE INCLUDED IN THE CONSOLIDATION GROUP ACCOUNTS: GENERAL GROUP ACCOUNTS: APPLICABLE ACCOUNTING FRAMEWORK COMPANIES ACT GROUP ACCOUNTS COMPANIES ACT GROUP ACCOUNTS: SUBSIDIARY UNDERTAKINGS INCLUDED IN THE CONSOLIDATION IAS GROUP ACCOUNTS CONSISTENCY OF FINANCIAL REPORTING WITHIN GROUP INDIVIDUAL PROFIT AND LOSS ACCOUNT WHERE GROUP ACCOUNTS PREPARED INFORMATION TO BE GIVEN IN NOTES TO THE ACCOUNTS 409 INFORMATION ABOUT RELATED UNDERTAKINGS 410 INFORMATION ABOUT RELATED UNDERTAKINGS: ALTERNATIVE COMPLIANCE 410A INFORMATION ABOUT OFF-BALANCE SHEET ARRANGEMENTS 411 INFORMATION ABOUT EMPLOYEE NUMBERS AND COSTS 412 INFORMATION ABOUT DIRECTORS BENEFITS: REMUNERATION 413 INFORMATION ABOUT DIRECTORS BENEFITS: ADVANCES, CREDIT AND GUARANTEES 15.393.01 15.394.01 15.394A.01 15.394B.01 15.394C.01 15.395.01 15.396.01 15.397.01 15.398.01 15.399.01 15.400.01 15.401.01 15.402.01 15.403.01 15.404.01 15.405.01 15.406.01 15.407.01 15.408.01 15.409.01 15.410.01 15.410A.01 15.411.01 15.412.01 15.413.01 II CONTENTS APPROVAL AND SIGNING OF ACCOUNTS 414 APPROVAL AND SIGNING OF ACCOUNTS CHAPTER 5 DIRECTORS REPORT DIRECTORS REPORT 415 DUTY TO PREPARE DIRECTORS REPORT 415 A DIRECTORS REPORT; SMALL COMPANIES EXEMPTION 416 CONTENTS OF DIRECTORS REPORT: GENERAL 417 CONTENTS OF DIRECTORS REPORT: BUSINESS REVIEW 418 CONTENTS OF DIRECTORS REPORT: STATEMENT AS TO DISCLOSURE TO AUDITORS 419 APPROVAL AND SIGNING OF DIRECTORS* REPORT 419A APPROVAL AND SIGNING OF SEPARATE CORPORATE GOVERNANCE STATEMENT CHAPTER 6 QUOTED COMPANIES: DIRECTORS REMUNERATION REPORT 420 421 422 423 424 425 DUTY TO PREPARE DIRECTORS REMUNERATION REPORT CONTENTS OF DIRECTORS REMUNERATION REPORT APPROVAL AND SIGNING OF DIRECTORS REMUNERATION REPORT CHAPTER 7 PUBLICATION OF ACCOUNTS AND REPORTS DUTY TO CIRCULATE COPIES OF ACCOUNTS AND REPORTS DUTY TO CIRCULATE COPIES OF ANNUAL ACCOUNTS AND REPORTS TIME ALLOWED FOR SENDING OUT COPIES OF ACCOUNTS AND REPORTS DEFAULT IN SENDING OUT COPIES OF ACCOUNTS AND REPORTS: OFFENCES OPTION TO PROVIDE SUMMARY FINANCIAL STATEMENT 426 427 428 429 430 431 15.414.01 15.415.01 15.415A.01 15.416.01 15.417.01 15.418.01 15.419.01 15.419A.01 15.420.01 15.421.01 15.422.01 15.423.01 15.424.01 15.425.01 15.426.01 15.427.01 15.428.01 15.429.01 OPTION TO PROVIDE SUMMARY FINANCIAL STATEMENT FORM AND CONTENTS OF SUMMARY FINANCIAL STATEMENT: UNQUOTED COMPANIES FORM AND CONTENTS OF SUMMARY FINANCIAL STATEMENT: QUOTED COMPANIES SUMMARY FINANCIAL STATEMENTS: OFFENCES QUOTED COMPANIES: REQUIREMENTS AS TO WEBSITE PUBLICATION QUOTED COMPANIES: ANNUAL ACCOUNTS AND REPORTS TO BE MADE AVAILABLE ON WEBSITE 15.430.01 RIGHT OF MEMBER OR DEBENTURE HOLDER TO DEMAND COPIES OF ACCOUNTS AND REPORTS RIGHT OF MEMBER OR DEBENTURE HOLDER TO COPIES OF ACCOUNTS AND REPORTS: UNQUOTED COMPANIES 432 RIGHT OF MEMBER OR DEBENTURE HOLDER TO COPIES OF ACCOUNTS AND REPORTS: QUOTED COMPANIES REQUIREMENTS IN CONNECTION WITH PUBLICATION OF ACCOUNTS AND REPORTS NAME OF SIGNATORY TO BE STATED IN PUBLISHED COPIES OF ACCOUNTS AND REPORTS REQUIREMENTS IN CONNECTION WITH PUBLICATION OF STATUTORY ACCOUNTS REQUIREMENTS IN CONNECTION WITH PUBLICATION OF NON-STATUTORY ACCOUNTS MEANING OF PUBLICATION* IN RELATION TO ACCOUNTS AND REPORTS CHAPTER 8 PUBLIC COMPANIES: LAYING OF ACCOUNTS AND REPORTS BEFORE GENERAL MEETING 437 PUBLIC COMPANIES: LAYING OF ACCOUNTS AND REPORTS BEFORE GENERAL MEETING 438 PUBLIC COMPANIES: OFFENCE OF FAILURE TO LAY ACCOUNTS AND REPORTS CHAPTER 9 QUOTED COMPANIES: MEMBERS APPROVAL OF DIRECTORS* REMUNERATION REPORT 433 434 435 436 439 440 QUOTED COMPANIES: MEMBERS APPROVAL OF DIRECTORS REMUNERATION REPORT QUOTED COMPANIES: OFFENCES IN CONNECTION WITH PROCEDURE FOR APPROVAL 15.431.01 15.432.01 15.433.01 15.434.01 15.435.01 15.436.01 15.437.01 15.438.01 15.439.01 15.440.01 CONTENTS XXIII CHAPTER 10 FILING OF ACCOUNTS AND REPORTS DUTY TO FILE ACCOUNTS AND REPORTS DUTY TO FILE ACCOUNTS AND REPORTS WITH THE REGISTRAR 441 442 PERIOD ALLOWED FOR FILING ACCOUNTS 443 CALCULATION OF PERIOD ALLOWED FILING OBLIGATIONS OF DIFFERENT DESCRIPTIONS OF COMPANY 444 FILING OBLIGATIONS OF COMPANIES SUBJECT TO SMALL COMPANIES REGIME 444 A FILING OBLIGATIONS OF COMPANIES ENTITLED TO SMALL COMPANIES EXEMPTION IN RELATION TO DIRECTORS REPORT 445 FILING OBLIGATIONS OF MEDIUM-SIZED COMPANIES 446 FILING OBLIGATIONS OF UNQUOTED COMPANIES 447 FILING OBLIGATIONS OF QUOTED COMPANIES 448 UNLIMITED COMPANIES EXEMPT FROM OBLIGATION TO FILE ACCOUNTS REQUIREMENTS WHERE ABBREVIATED ACCOUNTS DELIVERED 448A DORMANT SUBSIDIARIES EXEMPT FROM OBLIGATION TO FILE ACCOUNTS 448B COMPANIES EXCLUDED FROM THE DORMANT SUBSIDIARIES EXEMPTION 448C DORMANT SUBSIDIARIES FILING EXEMPTION: PARENT UNDERTAKING DECLARATION OF GUARANTEE 449 SPECIAL AUDITOR S REPORT WHERE ABBREVIATED ACCOUNTS DELIVERED 450 APPROVAL AND SIGNING OF ABBREVIATED ACCOUNTS 451 452 453 454 455 456 457 458 459 460 461 462 463 464 465 466 FAILURE TO FILE ACCOUNTS AND REPORTS DEFAULT IN FILING ACCOUNTS AND REPORTS: OFFENCES DEFAULT IN FILING ACCOUNTS AND REPORTS: COURT ORDER CIVIL PENALTY FOR FAILURE TO FILE ACCOUNTS AND REPORTS CHAPTER 11 REVISION OF DEFECTIVE ACCOUNTS AND REPORTS VOLUNTARY REVISION VOLUNTARY REVISION OF ACCOUNTS ETC SECRETARY OF STATES NOTICE SECRETARY OF STATE S NOTICE IN RESPECT OF ACCOUNTS OR REPORTS APPLICATION TO COURT APPLICATION TO COURT IN RESPECT OF DEFECTIVE ACCOUNTS OR REPORTS OTHER PERSONS AUTHORISED TO APPLY TO THE COURT DISCLOSURE OF INFORMATION BY TAX AUTHORITIES POWER OF AUTHORISED PERSON TO REQUIRE DOCUMENTS ETC POWER OF AUTHORISED PERSON TO REQUIRE DOCUMENTS, INFORMATION AND EXPLANATIONS RESTRICTIONS ON DISCLOSURE OF INFORMATION OBTAINED UNDER COMPULSORY POWERS PERMITTED DISCLOSURE OF INFORMATION OBTAINED UNDER COMPULSORY POWERS POWER TO AMEND CATEGORIES OF PERMITTED DISCLOSURE CHAPTER 12 SUPPLEMENTARY PROVISIONS LIABILITY FOR FALSE OR MISLEADING STATEMENTS IN REPORTS LIABILITY FOR FALSE OR MISLEADING STATEMENTS IN REPORTS ACCOUNTING AND REPORTING STANDARDS ACCOUNTING STANDARDS COMPANIES QUALIFYING AS MEDIUM-SIZED COMPANIES QUALIFYING AS MEDIUM-SIZED: GENERAL COMPANIES QUALIFYING AS MEDIUM-SIZED: PARENT COMPANIES 15.441.01 15.442.01 15.443.01 15.444.01 15.444A.01 15.445.01 15.446.01 15.447.01 15.448.01 15.448 A.01 15.448B.01 15.448C.01 15.449.01 15.450.01 15.451.01 15.452.01 15.453.01 15.454.01 15.455.01 15.456.01 15.457.01 15.458.01 15.459.01 15.460.01 15.461.01 15.462.01 15.463.01 15.464.01 15.465.01 15.466.01 CONTENTS 467 COMPANIES EXCLUDED FROM BEING TREATED AS MEDIUM-SIZED GENERAL POWER TO MAKE FURTHER PROVISION ABOUT ACCOUNTS AND REPORTS 468 GENERAL POWER TO MAKE FURTHER PROVISION ABOUT ACCOUNTS AND REPORTS OTHER SUPPLEMENTARY PROVISIONS 469 PREPARATION AND FILING OF ACCOUNTS IN EUROS 470 POWER TO APPLY PROVISIONS TO BANKING PARTNERSHIPS 471 MEANING OF ANNUAL ACCOUNTS AND RELATED EXPRESSIONS 472 NOTES TO THE ACCOUNTS 472 A MEANING OF CORPORATE GOVERNANCE STATEMENT ETC 473 PARLIAMENTARY PROCEDURE FOR CERTAIN REGULATIONS UNDER THIS PART 474 MINOR DEFINITIONS 15.467.01 15.468.01 15.469.01 15.470.01 15.471.01 15.472.01 15.472A.01 15.473.01 15.474.01 16 AUDIT CHAPTER 1 REQUIREMENT FOR AUDITED ACCOUNTS REQUIREMENT FOR AUDITED ACCOUNTS 475 476 REQUIREMENT FOR AUDITED ACCOUNTS RIGHT OF MEMBERS TO REQUIRE AUDIT EXEMPTION FROM AUDIT: SMALL COMPANIES 477 SMALL COMPANIES: CONDITIONS FOR EXEMPTION FROM AUDIT 478 COMPANIES EXCLUDED FROM SMALL COMPANIES EXEMPTION 479 AVAILABILITY OF SMALL COMPANIES EXEMPTION IN CASE OF GROUP COMPANY 479A SUBSIDIARY COMPANIES: CONDITIONS FOR EXEMPTION FROM AUDIT 479B COMPANIES EXCLUDED FROM THE SUBSIDIARY COMPANIES AUDIT EXEMPTION 479C SUBSIDIARY COMPANIES AUDIT EXEMPTION: PARENT UNDERTAKING DECLARATION OF GUARANTEE 480 481 482 483 484 485 486 487 488 489 490 491 492 493 EXEMPTION FROM AUDIT: DORMANT COMPANIES DORMANT COMPANIES: CONDITIONS FOR EXEMPTION FROM AUDIT COMPANIES EXCLUDED FROM DORMANT COMPANIES EXEMPTION COMPANIES SUBJECT TO PUBLIC SECTOR AUDIT NON-PROFIT-MAKING COMPANIES SUBJECT TO PUBLIC SECTOR AUDIT SCOTTISH PUBLIC SECTOR COMPANIES: AUDIT BY AUDITOR GENERAL FOR SCOTLAND GENERAL POWER OF AMENDMENT BY REGULATIONS GENERAL POWER OF AMENDMENT BY REGULATIONS CHAPTER 2 APPOINTMENT OF AUDITORS PRIVATE COMPANIES APPOINTMENT OF AUDITORS OF PRIVATE COMPANY: GENERAL APPOINTMENT OF AUDITORS OF PRIVATE COMPANY: DEFAULT POWER OF SECRETARY OF STATE TERM OF OFFICE OF AUDITORS OF PRIVATE COMPANY PREVENTION BY MEMBERS OF DEEMED RE-APPOINTMENT OF AUDITOR PUBLIC COMPANIES APPOINTMENT OF AUDITORS OF PUBLIC COMPANY: GENERAL APPOINTMENT OF AUDITORS OF PUBLIC COMPANY: DEFAULT POWER OF SECRETARY OF STATE TERM OF OFFICE OF AUDITORS OF PUBLIC COMPANY GENERAL PROVISIONS FIXING OF AUDITORS* REMUNERATION DISCLOSURE OF TERMS OF AUDIT APPOINTMENT 16.475.01 16.476.01 16.477.01 16.478.01 16.479.01 16.479A.01 16.479B.01 16.479C.01 16.480.01 16.481.01 16.482.01 16.483.01 16.484.01 16.485.01 16.486.01 16.487.01 16.488.01 16.489.01 16.490.01 16.491.01 16.492.01 CONTENTS XXV 494 DISCLOSURE OF SERVICES PROVIDED BY AUDITOR OR ASSOCIATES AND RELATED REMUNERATION CHAPTER 3 FUNCTIONS OF AUDITOR AUDITORS REPORT 495 AUDITOR S REPORT ON COMPANY S ANNUAL ACCOUNTS 496 AUDITOR S REPORT ON DIRECTORS 1 REPORT 497 AUDITOR S REPORT ON AUDITABLE PART OF DIRECTORS REMUNERATION REPORT 497A AUDITOR S REPORT ON SEPARATE CORPORATE GOVERNANCE STATEMENT DUTIES AND RIGHTS OF AUDITORS 498 DUTIES OF AUDITOR 498A AUDITORS DUTIES IN RELATION TO SEPARATE CORPORATE GOVERNANCE STATEMENT 499 AUDITOR S GENERAL RIGHT TO INFORMATION 500 AUDITORS RIGHT TO INFORMATION FROM OVERSEAS SUBSIDIARIES 501 AUDITORS RIGHTS TO INFORMATION: OFFENCES 502 AUDITOR S RIGHTS IN RELATION TO RESOLUTIONS AND MEETINGS SIGNATURE OF AUDITORS REPORT 503 SIGNATURE OF AUDITORS REPORT 504 SENIOR STATUTORY AUDITOR 505 NAMES TO BE STATED IN PUBLISHED COPIES OF AUDITOR S REPORT 506 CIRCUMSTANCES IN WHICH NAMES MAY BE OMITTED OFFENCES IN CONNECTION WITH AUDITORS REPORT 507 OFFENCES IN CONNECTION WITH AUDITOR S REPORT 508 GUIDANCE FOR REGULATORY AND PROSECUTING AUTHORITIES: ENGLAND, WALES AND NORTHERN IRELAND 509 GUIDANCE FOR REGULATORY AUTHORITIES: SCOTLAND CHAPTER 4 REMOVAL RESIGNATION, ETC OF AUDITORS REMOVAL OF AUDITOR 510 RESOLUTION REMOVING AUDITOR FROM OFFICE 511 SPECIAL NOTICE REQUIRED FOR RESOLUTION REMOVING AUDITOR FROM OFFICE 512 NOTICE TO REGISTRAR OF RESOLUTION REMOVING AUDITOR FROM OFFICE 513 RIGHTS OF AUDITOR WHO HAS BEEN REMOVED FROM OFFICE FAILURE TO RE-APPOINT AUDITOR 514 FAILURE TO RE-APPOINT AUDITOR: SPECIAL PROCEDURE REQUIRED FOR WRITTEN RESOLUTION 515 FAILURE TO RE-APPOINT AUDITOR: SPECIAL NOTICE REQUIRED FOR RESOLUTION AT GENERAL MEETING RESIGNATION OF AUDITOR 516 RESIGNATION OF AUDITOR 517 NOTICE TO REGISTRAR OF RESIGNATION OF AUDITOR 518 RIGHTS OF RESIGNING AUDITOR STATEMENT BY AUDITOR ON CEASING TO HOLD OFFICE 519 STATEMENT BY AUDITOR TO BE DEPOSITED WITH COMPANY 520 COMPANY S DUTIES IN RELATION TO STATEMENT 521 COPY OF STATEMENT TO BE SENT TO REGISTRAR 522 DUTY OF AUDITOR TO NOTIFY APPROPRIATE AUDIT AUTHORITY 523 DUTY OF COMPANY TO NOTIFY APPROPRIATE AUDIT AUTHORITY 524 INFORMATION TO BE GIVEN TO ACCOUNTING AUTHORITIES 525 MEANING OF APPROPRIATE AUDIT AUTHORITY* AND MAJOR AUDIT SUPPLEMENTARY 526 EFFECT OF CASUAL VACANCIES 16.494.01 16.495.01 16.496.01 16.497.01 16.497 A.01 16.498.01 16.498A.01 16.499.01 16.500.01 16.501.01 16.502.01 16.503.01 16.504.01 16.505.01 16.506.01 16.507.01 16.508.01 16.509.01 16.510.02 16.511.01 16.512.01 16.513.01 16.514.01 16.515.01 16.516.01 16.517.01 16.518.01 16.519.01 16.520.01 16.521.01 16.522.01 16.523.01 16.524.01 16.525.01 16.526.01 CONTENTS CHAPTER 5 QUOTED COMPANIES: RIGHT OF MEMBERS TO RAISE AUDIT CONCERNS AT ACCOUNTS MEETING S27 MEMBERS POWER TO REQUIRE WEBSITE PUBLICATION OF AUDIT CONCERNS S?8 REQUIREMENTS AS TO WEBSITE AVAILABILITY 529 WEBSITE PUBLICATION: COMPANY S SUPPLEMENTARY DUTIES 530 WEBSITE PUBLICATION: OFFENCES 531 MEANING OF QUOTED COMPANY CHAPTER 6 AUDITORS LIABILITY VOIDNESS OF PROVISIONS PROTECTING AUDITORS FROM LIABILITY 532 VOIDNESS OF PROVISIONS PROTECTING AUDITORS FROM LIABILITY INDEMNITY FOR COSTS OF DEFENDING PROCEEDINGS 533 INDEMNITY FOR COSTS OF SUCCESSFULLY DEFENDING PROCEEDINGS LIABILITY LIMITATION AGREEMENTS 534 LIABILITY LIMITATION AGREEMENTS 535 TERMS OF LIABILITY LIMITATION AGREEMENT 536 AUTHORISATION OF AGREEMENT BY MEMBERS OF THE COMPANY 537 EFFECT OF LIABILITY LIMITATION AGREEMENT 538 DISCLOSURE OF AGREEMENT BY COMPANY 538 A MEANING OF CORPORATE GOVERNANCE STATEMENT* ETC 539 MINOR DEFINITIONS 17 A COMPANY S SHARE CAPITAL CHAPTER 1 SHARES AND SHARE CAPITAL OF A COMPANY SHARES 540 SHARES 541 NATURE OF SHARES 542 NOMINAL VALUE OF SHARES 543 NUMBERING OF SHARES 544 TRANSFERABILITY OF SHARES 545 COMPANIES HAVING A SHARE CAPITAL 546 ISSUED AND ALLOTTED SHARE CAPITAL 547 CALLED-UP SHARE CAPITAL 548 EQUITY SHARE CAPITAL SHARE CAPITAL CHAPTER 2 ALLOTMENT OF SHARES: GENERAL PROVISIONS POWER OF DIRECTORS TO ALLOT SHARES 549 EXERCISE BY DIRECTORS OF POWER TO ALLOT SHARES ETC 550 STOFDSR 1181 AUOT ^^ ETC PRIVATC C MPAN * WITH ONLY ONE 551 POWER OF DIRECTORS TO ALLOT SHARES ETC: AUTHORISATION BY COMPANY PROHIBITION OF COMMISSIONS, DISCOUNTS AND ALLOWANCES 552 GENERAL PROHIBITION OF COMMISSIONS, DISCOUNTS AND ALLOWS ^53 PERMITTED COMMISSION ANCES 5S 4 REGISTRATION OF ALLOTMENT REGISTRATION OF ALLOTMENT RETURN OF ALLOTMENT 555 RETURN OF ALLOTMENT BY LI MITED CORNPANY 16.527.01 16.528.01 16.529.01 16.530.01 16.531.01 16.532.01 16.533.01 16.534.01 16.535.01 16.536.01 16.537.01 16.538.01 16.538A.01 16.539.01 17.540.01 17.541.01 17.542.01 17.543.01 17.544.01 17.545.01 17.546.01 17.547.01 17.548.01 17.549.01 17.550.01 17.551.01 17.552.01 17.553.01 17.554.01 17.555.01 17.556.01 17.557.01 CONTENTS XXVI SUPPLEMENTARY PROVISIONS 558 WHEN SHARES ARE ALLOTTED 17.558.01 559 PROVISIONS ABOUT ALLOTMENT NOT APPLICABLE TO SHARES TAKEN ON FORMATION 17.559.01 CHAPTER 3 ALLOTMENT OF EQUITY SECURITIES: EXISTING SHAREHOLDERS RIGHT OF PRE-EMPTION INTRODUCTORY 560 MEANING OF EQUITY SECURITIES AND RELATED EXPRESSIONS 17.560.01 EXISTING SHAREHOLDERS RIGHT OF PRE-EMPTION 561 EXISTING SHAREHOLDERS RIGHT OF PRE-EMPTION 17.561.01 562 COMMUNICATION OF PRE-EMPTION OFFERS TO SHAREHOLDERS 17.562.01 563 LIABILITY OF COMPANY AND OFFICERS IN CASE OF CONTRAVENTION 17.563.01 EXCEPTIONS TO RIGHT OF PRE-EMPTION 564 EXCEPTION TO PRE-EMPTION RIGHT: BONUS SHARES 17.564.01 565 EXCEPTION TO PRE-EMPTION RIGHT: ISSUE FOR NON-CASH CONSIDERATION 17.565.01 566 EXCEPTION TO PRE-EMPTION RIGHT: SECURITIES HELD UNDER EMPLOYEES* SHARE SCHEME 17.566.01 EXCLUSION OF RIGHT OF PRE-EMPTION 567 EXCLUSION OF REQUIREMENTS BY PRIVATE COMPANIES 17.567.01 568 EXCLUSION OF PRE-EMPTION RIGHT: ARTICLES CONFERRING CORRESPONDING RIGHT 17.568.01 DISAPPLICATION OF PRE-EMPTION RIGHTS 569 DISAPPLICATION OF PRE-EMPTION RIGHTS: PRIVATE COMPANY WITH ONLY ONE CLASS OF SHARES 17.569.01 570 DISAPPLICATION OF PRE-EMPTION RIGHTS: DIRECTORS ACTING UNDER GENERAL AUTHORISATION 17.570.01 571 DISAPPLICATION OF PRE-EMPTION RIGHTS BY SPECIAL RESOLUTION 17.571.01 572 LIABILITY FOR FALSE STATEMENT IN DIRECTORS STATEMENT 17.572.01 573 DISAPPLICATION OF PRE-EMPTION RIGHTS: SALE OF TREASURY SHARES 17.573.01 SUPPLEMENTARY 574 REFERENCES TO HOLDER OF SHARES IN RELATION TO OFFER 17.574.01 575 SAVING FOR OTHER RESTRICTIONS ON OFFER OR ALLOTMENT 17.575.01 576 SAVING FOR CERTAIN OLDER PRE-EMPTION REQUIREMENTS 17.576.01 577 PROVISIONS ABOUT PRE-EMPTION NOT APPLICABLE TO SHARES TAKEN ON FORMATION 17.577,01 CHAPTER 4 PUBLIC COMPANIES: ALLOTMENT WHERE ISSUE NOT FULLY SUBSCRIBED 578 PUBLIC COMPANIES: ALLOTMENT WHERE ISSUE NOT FULLY SUBSCRIBED 17.578.01 579 PUBLIC COMPANIES: EFFECT OF IRREGULAR ALLOTMENT WHERE ISSUE NOT FULLY SUBSCRIBED 17.579.01 CHAPTER 5 PAYMENTS FOR SHARES GENERAL RULES 580 SHARES NOT TO BE ALLOTTED AT A DISCOUNT 581 PROVISION FOR DIFFERENT AMOUNTS TO BE PAID ON SHARES 582 GENERAL RULE AS TO MEANS OF PAYMENT 583 MEANING OF PAYMENT IN CASH ADDITIONAL RULES FOR PUBLIC COMPANIES 584 PUBLIC COMPANIES: SHARES TAKEN BY SUBSCRIBERS OF MEMORANDUM 585 PUBLIC COMPANIES: MUST NOT ACCEPT UNDERTAKING TO DO WORK OR PERFORM SERVICES 17.580.01 17.581.01 17.582.01 17.583.01 17.584.01 17.585.01 CONTENTS 586 PUBLIC COMPANIES: SHARES MUST BE AT LEAST ONE-QUARTER PAID UP 587 PUBLIC COMPANIES: PAYMENT BY LONG-TERM UNDERTAKING SUPPLEMENTARY PROVISIONS 588 LIABILITY OF SUBSEQUENT HOLDERS OF SHARES 589 POWER OF COURT TO GRANT RELIEF 590 PENALTY FOR CONTRAVENTION OF THIS CHAPTER 591 ENFORCEABILITY OF UNDERTAKINGS TO DO WORK ETC 592 THE APPROPRIATE RATE OF INTEREST CHAPTER 6 PUBLIC COMPANIES: INDEPENDENT VALUATION OF NON-CASH CONSIDERATION NON-CASH CONSIDERATION FOR SHARES 593 PUBLIC COMPANY: VALUATION OF NON-CASH CONSIDERATION FOR SHARES 594 EXCEPTION TO VALUATION REQUIREMENT: ARRANGEMENT WITH ANOTHER COMPANY 595 EXCEPTION TO VALUATION REQUIREMENT: MERGER 596 NON-CASH CONSIDERATION FOR SHARES: REQUIREMENTS AS TO VALUATION AND REPORT 597 COPY OF REPORT TO BE DELIVERED TO REGISTRAR TRANSFER OF NON-CASH ASSET IN INITIAL PERIOD 598 PUBLIC COMPANY: AGREEMENT FOR TRANSFER OF NON-CASH ASSET IN INITIAL PERIOD 599 AGREEMENT FOR TRANSFER OF NON-CASH ASSET: REQUIREMENT OF INDEPENDENT VALUATION 600 AGREEMENT FOR TRANSFER OF NON-CASH ASSET: REQUIREMENTS AS TO VALUATION AND REPORT 601 AGREEMENT FOR TRANSFER OF NON-CASH ASSET: REQUIREMENT OF APPROVAL BY MEMBERS 602 COPY OF RESOLUTION TO BE DELIVERED TO REGISTRAR 603 ADAPTATION OF PROVISIONS IN RELATION TO COMPANY RE-REGISTERING AS PUBLIC 604 AGREEMENT FOR TRANSFER OF NON-CASH ASSET: EFFECT OF CONTRAVENTION SUPPLEMENTARY PROVISIONS 605 LIABILITY OF SUBSEQUENT HOLDERS OF SHARES 606 POWER OF COURT TO GRANT RELIEF 607 PENALTY FOR CONTRAVENTION OF THIS CHAPTER 608 ENFORCEABILITY OF UNDERTAKINGS TO DO WORK ETC 609 THE APPROPRIATE RATE OF INTEREST CHAPTER 7 SHARE PREMIUMS THE SHARE PREMIUM ACCOUNT 610 APPLICATION OF SHARE PREMIUMS RELIEF FROM REQUIREMENTS AS TO SHARE PREMIUMS 611 GROUP RECONSTRUCTION RELIEF 612 MERGER RELIEF 613 MERGER RELIEF: MEANING OF 90% EQUITY HOLDING 614 POWER TO MAKE FURTHER PROVISION BY REGULATIONS 615 RELIEF MAY BE REFLECTED IN COMPANY S BALANCE SHEET SUPPLEMENTARY PROVISIONS 616 INTERPRETATION OF THIS CHAPTER CHAPTER 8 ALTERATION OF SHARE CAPITAL HOW SHARE CAPITAL MAY BE ALTERED 617 ALTERATION OF SHARE CAPITAL OF LIMITED COMPANY 17.586.01 17.587.01 17.588.01 17.589.01 17.590.01 17.591.01 17.592.01 17.593.01 17.594.01 17.595.01 17.596.01 17.597.01 17.598.01 17.599.01 17.600.01 17.601.01 17.602.01 17.603.01 17.604.01 17.605.01 17.606.01 17.607.01 17.608.01 17.609.01 17.610.01 17.611.01 17.612.01 17.613.01 17.614.01 17.615.01 17.616.01 17.617.01 CONTENTS XXIX SUB-DIVISION OR CONSOLIDATION OF SHARES 618 SUB-DIVISION OR CONSOLIDATION OF SHARES 619 NOTICE TO REGISTRAR OF SUB-DIVISION OR CONSOLIDATION RECONVERSION OF STOCK INTO SHARES 620 RECONVERSION OF STOCK INTO SHARES 621 NOTICE TO REGISTRAR OF RECONVERSION OF STOCK INTO SHARES REDENOMINATION OF SHARE CAPITAL 622 REDENOMINATION OF SHARE CAPITAL 623 CALCULATION OF NEW NOMINAL VALUES 624 EFFECT OF REDENOMINATION 625 NOTICE TO REGISTRAR OF REDENOMINATION 626 REDUCTION OF CAPITAL IN CONNECTION WITH REDENOMINATION 627 NOTICE TO REGISTRAR OF REDUCTION OF CAPITAL IN CONNECTION WITH REDENOMINATION 628 REDENOMINATION RESERVE CHAPTER 9 CLASSES OF SHARE AND CLASS RIGHTS 629 CLASSES OF SHARES INTRODUCTORY VARIATION OF CLASS RIGHTS 630 VARIATION OF CLASS RIGHTS: COMPANIES HAVING A SHARE CAPITAL 631 VARIATION OF CLASS RIGHTS: COMPANIES WITHOUT A SHARE CAPITAL 632 VARIATION OF CLASS RIGHTS: SAVING FOR COURT S POWERS UNDER OTHER PROVISIONS 633 RIGHT TO OBJECT TO VARIATION: COMPANIES HAVING A SHARE CAPITAL 634 RIGHT TO OBJECT TO VARIATION: COMPANIES WITHOUT A SHARE CAPITAL 635 COPY OF COURT ORDER TO BE FORWARDED TO THE REGISTRAR MATTERS TO BE NOTIFIED TO THE REGISTRAR 636 NOTICE OF NAME OR OTHER DESIGNATION OF CLASS OF SHARES 637 NOTICE OF PARTICULARS OF VARIATION OF RIGHTS ATTACHED TO SHARES 638 NOTICE OF NEW CLASS OF MEMBERS 639 NOTICE OF NAME OR OTHER DESIGNATION OF CLASS OF MEMBERS 640 NOTICE OF PARTICULARS OF VARIATION OF CLASS RIGHTS CHAPTER 10 REDUCTION OF SHARE CAPITAL INTRODUCTORY 641 CIRCUMSTANCES IN WHICH A COMPANY MAY REDUCE ITS SHARE CAPITAL PRIVATE COMPANIES: REDUCTION OF CAPITAL SUPPORTED BY SOLVENCY STATEMENT 642 REDUCTION OF CAPITAL SUPPORTED BY SOLVENCY STATEMENT 643 SOLVENCY STATEMENT 644 REGISTRATION OF RESOLUTION AND SUPPORTING DOCUMENTS REDUCTION OF CAPITAL CONFIRMED BY THE COURT 645 APPLICATION TO COURT FOR ORDER OF CONFIRMATION 646 CREDITORS ENTITLED TO OBJECT TO REDUCTION 647 OFFENCES IN CONNECTION WITH LIST OF CREDITORS 648 COURT ORDER CONFIRMING REDUCTION 649 REGISTRATION OF ORDER AND STATEMENT OF CAPITAL PUBLIC COMPANY REDUCING CAPITAL BELOW AUTHORISED MINIMUM 650 PUBLIC COMPANY REDUCING CAPITAL BELOW AUTHORISED MINIMUM 651 EXPEDITED PROCEDURE FOR RE-REGISTRATION AS A PRIVATE COMPANY 17.618.01 17.619.01 17.620.01 17.621.01 17.622.01 17.623.01 17.624.01 17.625.01 17.626.01 17.627.01 17.628.01 17.629.01 17.630.01 17.631.01 17.632.01 17.633.01 17.634.01 17.635.01 17.636.01 17.637.01 17.638.01 17.639.01 17.640.01 17.641.01 17.642.01 17.643.01 17.644.01 17.645.01 17.646.01 17.647.01 17.648.01 17.649.01 17.650.01 17.651.01 CONTENTS EFFECT OF REDUCTION OF CAPITAL 652 LIABILITY OF MEMBERS FOLLOWING REDUCTION OF CAPITAL 653 LIABILITY TO CREDITOR IN CASE OF OMISSION FROM LIST OF CREDITORS CHAPTER 11 MISCELLANEOUS AND SUPPLEMENTARY PROVISIONS 654 TREATMENT OF RESERVE ARISING FROM REDUCTION OF CAPITAL 655 SHARES NO BAR TO DAMAGES AGAINST COMPANY 656 PUBLIC COMPANIES: DUTY OF DIRECTORS TO CALL MEETING ON SERIOUS LOSS OF CAPITAL 657 GENERAL POWER TO MAKE FURTHER PROVISION BY REGULATIONS 18 ACQUISITION BY LIMITED COMPANY OF ITS OWN SHARES CHAPTER 1 GENERAL PROVISIONS INTRODUCTORY 658 GENERAL RULE AGAINST LIMITED COMPANY ACQUIRING ITS OWN SHARES 659 EXCEPTIONS TO GENERAL RULE SHARES HELD BY COMPANY S NOMINEE 660 TREATMENT OF SHARES HELD BY NOMINEE 661 LIABILITY OF OTHERS WHERE NOMINEE FAILS TO MAKE PAYMENT IN RESPECT OF SHARES SHARES HELD BY OR FOR PUBLIC COMPANY 662 DUTY TO CANCEL SHARES IN PUBLIC COMPANY HELD BY OR FOR THE COMPANY 663 NOTICE OF CANCELLATION OF SHARES 664 RE-REGISTRATION AS PRIVATE COMPANY IN CONSEQUENCE OF CANCELLATION 665 ISSUE OF CERTIFICATE OF INCORPORATION ON RE-REGISTRATION 666 EFFECT OF FAILURE TO RE-REGISTER 667 OFFENCE IN CASE OF FAILURE TO CANCEL SHARES OR RE-REGISTER 668 APPLICATION OF PROVISIONS TO COMPANY RE-REGISTERING AS PUBLIC COMPANY 669 TRANSFER TO RESERVE ON ACQUISITION OF SHARES BY PUBLIC COMPANY OR NOMINEE CHARGES OF PUBLIC COMPANY ON OWN SHARES 670 PUBLIC COMPANIES: GENERAL RULE AGAINST LIEN OR CHARGE ON OWN SHARES SUPPLEMENTARY PROVISIONS 671 INTERESTS TO BE DISREGARDED IN DETERMINING WHETHER COMPANY HAS BENEFICIAL INTEREST 672 RESIDUAL INTEREST UNDER PENSION SCHEME OR EMPLOYEES SHARE SCHEME 673 EMPLOYER S CHARGES AND OTHER RIGHTS OF RECOVERY 674 RIGHTS AS PERSONAL REPRESENTATIVE OR TRUSTEE 675 MEANING OF PENSION SCHEME 676 APPLICATION OF PROVISIONS TO DIRECTORS CHAPTER 2 FINANCIAL ASSISTANCE FOR PURCHASE OF OWN SHARES INTRODUCTORY 677 MEANING OF FINANCIAL ASSISTANCE CIRCUMSTANCES IN WHICH FINANCIAL ASSISTANCE PROHIBITED 678 ASSISTANCE FOR ACQUISITION OF SHARES IN PUBLIC COMPANY 17.652.01 17.653.01 17.654.01 17.655.01 17.656.01 17.657.01 18.658.01 18.659.01 18.660.01 18.661.01 18.662.01 18.663.01 18.664.01 18.665.01 18.666.01 18.667.01 18.668.01 18.669.01 18.670.01 18.671.01 18.672.01 18.673.01 18.674.01 18.675.01 18.676.01 ASSISTANCE BY PUBLIC COMPANY FOR ACQUISITION OF SHARES IN ITS PRIVATE HOLDING COMPANY 680 PROHIBITED FINANCIAL ASSISTANCE AN OFFENCE 18.677.01 18.678.01 18.679.01 18.680.01 CONTENTS XXXI EXCEPTIONS FROM PROHIBITION 681 UNCONDITIONAL EXCEPTIONS 682 CONDITIONAL EXCEPTIONS SUPPLEMENTARY 683 DEFINITIONS FOR THIS CHAPTER CHAPTER 3 REDEEMABLE SHARES 684 POWER OF LIMITED COMPANY TO ISSUE REDEEMABLE SHARES 685 TERMS AND MANNER OF REDEMPTION 686 PAYMENT FOR REDEEMABLE SHARES 687 FINANCING OF REDEMPTION 688 REDEEMED SHARES TREATED AS CANCELLED 689 NOTICE TO REGISTRAR OF REDEMPTION CHAPTER 4 PURCHASE OF OWN SHARES GENERAL PROVISIONS 690 POWER OF LIMITED COMPANY TO PURCHASE OWN SHARES 691 PAYMENT FOR PURCHASE OF OWN SHARES 692 FINANCING OF PURCHASE OF OWN SHARES AUTHORITY FOR PURCHASE OF OWN SHARES 693 AUTHORITY FOR PURCHASE OF OWN SHARES AUTHORITY FOR OFF-MARKET PURCHASE 694 AUTHORITY FOR OFF-MARKET PURCHASE 695 RESOLUTION AUTHORISING OFF-MARKET PURCHASE: EXERCISE OF VOTING RIGHTS 696 RESOLUTION AUTHORISING OFF-MARKET PURCHASE: DISCLOSURE OF DETAILS OF CONTRACT 697 VARIATION OF CONTRACT FOR OFF-MARKET PURCHASE 698 RESOLUTION AUTHORISING VARIATION: EXERCISE OF VOTING RIGHTS 699 RESOLUTION AUTHORISING VARIATION: DISCLOSURE OF DETAILS OF VARIATION 700 RELEASE OF COMPANY S RIGHTS UNDER CONTRACT FOR OFF-MARKET PURCHASE AUTHORITY FOR MARKET PURCHASE 701 AUTHORITY FOR MARKET PURCHASE SUPPLEMENTARY PROVISIONS 702 COPY OF CONTRACT OR MEMORANDUM TO BE AVAILABLE FOR INSPECTION 703 ENFORCEMENT OF RIGHT TO INSPECT COPY OR MEMORANDUM 704 NO ASSIGNMENT OF COMPANY S RIGHT TO PURCHASE OWN SHARES 705 PAYMENTS APART FROM PURCHASE PRICE TO BE MADE OUT OF DISTRIBUTABLE PROFITS 706 TREATMENT OF SHARES PURCHASED 707 RETURN TO REGISTRAR OF PURCHASE OF OWN SHARES 708 NOTICE TO REGISTRAR OF CANCELLATION OF SHARES CHAPTER 5 REDEMPTION OF PURCHASE BY PRIVATE COMPANY OUT OF CAPITAL INTRODUCTORY 709 POWER OF PRIVATE LIMITED COMPANY TO REDEEM OR PURCHASE OWN SHARES OUT OF CAPITAL THE PERMISSIBLE CAPITAL PAYMENT 710 THE PERMISSIBLE CAPITAL PAYMENT 711 AVAILABLE PROFITS 712 DETERMINATION OF AVAILABLE PROFITS REQUIREMENTS FOR PAYMENT OUT OF CAPITAL 713 REQUIREMENTS FOR PAYMENT OUT OF CAPITAL 18.68L01 18.682.01 18.683.01 18.684.01 18.685.01 18.686.01 18.687.01 18.688.01 18.689.01 18.690.01 18.691.01 18.692.01 18.693.01 18.694.01 18.695.01 18.696.01 18.697.01 18.698.01 18.699.01 18.700.01 18.701.01 18.702.01 18.703.01 18.704.01 18.705.01 18.706.01 18.707.01 18.708.01 18.709.01 18.710.01 18.711.01 18.712.01 18.713.01 CONTENTS 714 DIRECTORS STATEMENT AND AUDITORS REPORT 715 DIRECTORS STATEMENT: OFFENCE IF NO REASONABLE GROUNDS FOR OPINION 716 PAYMENT TO BE APPROVED BY SPECIAL RESOLUTION 717 RESOLUTION AUTHORISING PAYMENT: EXERCISE OF VOTING RIGHTS 718 RESOLUTION AUTHORISING PAYMENT: DISCLOSURE OF DIRECTORS STATEMENT AND AUDITOR S REPORT 719 PUBLIC NOTICE OF PROPOSED PAYMENT 720 DIRECTORS STATEMENT AND AUDITOR S REPORT TO BE AVAILABLE FOR INSPECTION OBJECTION TO PAYMENT BY MEMBERS OR CREDITORS APPLICATION TO COURT TO CANCEL RESOLUTION NOTICE TO REGISTRAR OF COURT APPLICATION OR ORDER SUPPLEMENTARY PROVISIONS 723 WHEN PAYMENT OUT OF CAPITAL TO BE MADE CHAPTER 6 TREASURY SHARES 721 722 724 725 726 727 728 729 730 731 732 TREASURY SHARES TREASURY SHARES: TREASURY SHARES: TREASURY SHARES: TREASURY SHARES: TREASURY SHARES: TREASURY SHARES: TREASURY SHARES: TREASURY SHARES: MAXIMUM HOLDINGS EXERCISE OF RIGHTS DISPOSAL NOTICE OF DISPOSAL CANCELLATION NOTICE OF CANCELLATION TREATMENT OF PROCEEDS OF SALE OFFENCES 18714.01 18.715.01 18,716.01 18.717.01 18.718.01 18.719.01 18.720.01 18.721.01 18.722.01 18.723.01 18.724.01 18.725.01 18.726.01 18.727.01 18.728.01 18.729.01 18.730.01 18.731.01 18.732.01 CHAPTER 7 SUPPLEMENTARY PROVISIONS 733 THE CAPITAL REDEMPTION RESERVE 734 ACCOUNTING CONSEQUENCES OF PAYMENT OUT OF CAPITAL 735 EFFECT OF COMPANY S FAILURE TO REDEEM OR PURCHASE 736 MEANING OF DISTRIBUTABLE PROFITS 737 GENERAL POWER TO MAKE FURTHER PROVISION BY REGULATIONS 19 DEBENTURES GENERAL PROVISIONS 738 MEANING OF DEBENTURE 739 PERPETUAL DEBENTURES 740 ENFORCEMENT OF CONTRACT TO SUBSCRIBE FOR DEBENTURES 741 REGISTRATION OF ALLOTMENT OF DEBENTURES 742 DEBENTURES TO BEARER (SCOTLAND) REGISTER OF DEBENTURE HOLDERS REGISTER OF DEBENTURE HOLDERS REGISTER OF DEBENTURE HOLDERS: RIGHT TO INSPECT AND REQUIRE COPY REGISTER OF DEBENTURE HOLDERS: RESPONSE TO REQUEST FOR INSPECTION OR COPY REGISTER OF DEBENTURE HOLDERS: REFUSAL OF INSPECTION OR DEFAULT IN PROVIDING COPY REGISTER OF DEBENTURE HOLDERS: OFFENCES IN CONNECTION WITH REQUEST FOR OR DISCLOSURE OF INFORMATION TIME LIMIT FOR CLAIMS ARISING FROM ENTRY IN REGISTER SUPPLEMENTARY PROVISIONS 749 RIGHT OF DEBENTURE HOLDER TO COPY OF DEED 750 LIABILITY OF TRUSTEES OF DEBENTURES LIABILITY OF TRUSTEES OF DEBENTURES: SAVING FOR CERTAIN OLDER PROVISIONS POWER TO RE-ISSUE REDEEMED DEBENTURES DEPOSIT OF DEBENTURES TO SECURE ADVANCES PRIORITIES WHERE DEBENTURES SECURED BY FLOATING CHARGE 743 744 745 746 747 748 751 752 753 754 18.733.01 18.734.01 18.735.01 18.736.01 18.737.01 19.738.01 19.739.01 19.740.01 19.741.01 19.742.01 19.743.01 19.744.01 19.745.01 19.746.01 19.747.01 19.748.01 19.749.01 19.750.01 19.751.01 19.752.01 19.753.01 19.754.01 CONTENTS XXXIII 20 PRIVATE AND PUBLIC COMPANIES CHAPTER 1 PROHIBITION OF PUBLIC OFFERS BY PRIVATE COMPANIES INTRODUCTION 755 PROHIBITION OF PUBLIC OFFERS BY PRIVATE COMPANY 756 MEANING OF OFFER TO THE PUBLIC 757 ENFORCEMENT OF PROHIBITION: ORDER RESTRAINING PROPOSED CONTRAVENTION 758 ENFORCEMENT OF PROHIBITION: ORDERS AVAILABLE TO THE COURT AFTER CONTRAVENTION 759 ENFORCEMENT OF PROHIBITION: REMEDIAL ORDER 760 VALIDITY OF ALLOTMENT ETC NOT AFFECTED CHAPTER 2 MINIMUM SHARE CAPITAL REQUIREMENT FOR PUBLIC COMPANIES 761 PUBLIC COMPANY: REQUIREMENT AS TO MINIMUM SHARE CAPITAL 762 PROCEDURE FOR OBTAINING CERTIFICATE 763 THE AUTHORISED MINIMUM 764 POWER TO ALTER AUTHORISED MINIMUM 765 AUTHORISED MINIMUM: APPLICATION OF INITIAL REQUIREMENT 766 AUTHORISED MINIMUM: APPLICATION WHERE SHARES DENOMINATED IN DIFFERENT CURRENCIES ETC 767 CONSEQUENCES OF DOING BUSINESS ETC WITHOUT A TRADING CERTIFICATE 21 CERTIFICATION AND TRANSFER OF SECURITIES CHAPTER 1 CERTIFICATION AND TRANSFER OF SECURITIES: GENERAL SHARE CERTIFICATES 768 SHARE CERTIFICATE TO BE EVIDENCE OF TITLE 769 770 771 772 773 774 775 776 777 778 779 780 781 782 20.755.01 20.756.01 20.757.01 20.758.01 20.759.01 20.760.01 20.761.01 20.762.01 20.763.01 20.764.01 20.765.01 20.766.01 20.767.01 ISSUE OF CERTIFICATES ETC ON ALLOTMENT DUTY OF COMPANY AS TO ISSUE OF CERTIFICATES ETC ON ALLOTMENT TRANSFER OF SECURITIES REGISTRATION OF TRANSFER PROCEDURE ON TRANSFER BEING LODGED TRANSFER OF SHARES ON APPLICATION OF TRANSFEROR EXECUTION OF SHARE TRANSFER BY PERSONAL REPRESENTATIVE EVIDENCE OF GRANT OF PROBATE ETC CERTIFICATION OF INSTRUMENT OF TRANSFER ISSUE OF CERTIFICATES ETC ON TRANSFER DUTY OF COMPANY AS TO ISSUE OF CERTIFICATES ETC ON TRANSFER ISSUE OF CERTIFICATES ETC: CASES WITHIN THE STOCK TRANSFER ACT 1982 ISSUE OF CERTIFICATES ETC ON ALLOTMENT OR TRANSFER TO FINANCIAL INSTITUTION ISSUE OF CERTIFICATES ETC: ALLOTMENT OR TRANSFER TO FINANCIAL INSTITUTION SHARE WARRANTS ISSUE AND EFFECT OF SHARE WARRANT TO BEARER DUTY OF COMPANY AS TO ISSUE OF CERTIFICATES ON SURRENDER OF SHARE WARRANT OFFENCES IN CONNECTION WITH SHARE WARRANTS (SCOTLAND) SUPPLEMENTARY PROVISIONS ISSUE OF CERTIFICATES ETC: COURT ORDER TO MAKE GOOD DEFAULT 21.768.01 21.769.01 21.770.01 21.771.01 21772.01 21.773.01 21774.01 21.775.01 21776.01 21777.01 21.778.01 21779.01 21780.01 21781.01 21782.01 CHAPTER 2 EVIDENCING AND TRANSFER OF TITLE :: SECURITIES WITHOUT WRITTEN INSTRUMENT E REGULATIONS INTRODUCTORY POWERS EXERCISABLE P R( ^ I VMN RULING PROCEDURES FOR EVIDENCING AND TRANSFERRING TITLE HI * * WN FTIUMNG ARRANGEMENTS TO BE ADOPTED FRMI U R. TW-INNG ARRANGEMENTS TO BE ADOPTED: ORDER-MAKING U PROW ION THA; IV BE INCLUDED IN REGULATIONS : RR IUTU^ , ^ FORWARDED TO REGISTRAR 11 INFORMATION ABOUT INTERESTS IN A COMPANY S SHARES INTRODUCTORY TOH THIS PART APPLIES NIS PART APPLIES V ^ICE REQUIRING INFORMATION ABOUT INTERESTS IN SHARES N TUR R^ I- IVRE ^ UIRIN ^ IN F RMAT I N ABOUT INTERESTS IN ITS SHARES VTRR ^ R- 5 NTORMATI N: ORDER IMPOSING RESTRICTIONS ON SHARES V.^RE,;^;^^: OFFENCES TO VN[TJPI S NTORMAT ION: PERSONS EXEMPTED FROM OBLIGATION ORDERS IMPOSING RESTRICTIONS ON SHARES ^^^I; :JN^ AERIM POSING RESTRICTIONS KRU.UF I-R. -.R. - EV ASION OF RESTRICTIONS EE ^S OF SALE UNDER COURT ORDER 0)VER OF MEMBERS TO REQUIRE COMPANY TO ACT T: L0 RET L^RE COMPANY TO ACT ^^ COM PLY WITH REQUIREMENT ^1 OR ! OUT COME OF INVESTIGATION % ; : FENCES RDRE ^EST COPY O F REPORTS REGISTER OF INTERESTS DISCLOSED TOR INSPECTION .Z^^PY OF ENTRIES , ^DISCL EF RWHICHRI 8 NTSMA Y BE EXERCISED * SE D: REFUSAL OF INSPECTION OR DEFAULT IN . IRNIAT OSE ^ : ^ ENCES M CONNECTION WITH REQUEST FOR NG TO THIRD PARTY ;MENT 21.783.01 21.784.01 21.785.01 21.786.01 21.787.01 21.788.01 21.789.01 21.790.01 22.791.01 22.792.01 22.793.01 22.794.01 22.795.01 22.796.01 22.797.01 22.798.01 22.799.01 22.800.01 22.801.01 22.802.01 22.803.01 22.804.01 22.805.01 22.806.01 22.807.01 22.808.01 22.809.01 22.810.01 22.811.01 22.812.01 22.813.01 22.814.01 ^2.815.01 F^JOLDCNTRI, .* R EI ATI GLSTER: INCORRECT N 8 TO SHARE ACQU; 12.817.01 CONTENTS XXXV 819 DUTY OF COMPANY CEASING TO BE PUBLIC COMPANY MEANING OF INTEREST IN SHARES 820 INTEREST IN SHARES; GENERAL 821 INTEREST IN SHARES: RIGHT TO SUBSCRIBE FOR SHARES 822 INTEREST IN SHARES: FAMILY INTERESTS 823 INTEREST IN SHARES: CORPORATE INTERESTS 824 INTEREST IN SHARES: AGREEMENT TO ACQUIRE INTERESTS IN A PARTICULAR COMPANY 825 EXTENT OF OBLIGATION IN CASE OF SHARE ACQUISITION AGREEMENT OTHER SUPPLEMENTARY PROVISIONS 826 INFORMATION PROTECTED FROM WIDER DISCLOSURE 827 RECKONING OF PERIODS FOR FULFILLING OBLIGATIONS 828 POWER TO MAKE FURTHER PROVISION BY REGULATIONS 23 DISTRIBUTIONS CHAPTER 1 RESTRICTIONS ON WHEN DISTRIBUTIONS MAY BE MADE 829 MEANING OF DISTRIBUTION 837 838 INTRODUCTORY GENERAL RULES 830 DISTRIBUTIONS TO BE MADE ONLY OUT OF PROFITS AVAILABLE FOR THE PURPOSE 831 NET ASSET RESTRICTION ON DISTRIBUTIONS BY PUBLIC COMPANIES DISTRIBUTIONS BY INVESTMENT COMPANIES 832 DISTRIBUTIONS BY INVESTMENT COMPANIES OUT OF ACCUMULATED REVENUE PROFITS 833 MEANING OF INVESTMENT COMPANY* 834 INVESTMENT COMPANY: CONDITION AS TO HOLDINGS IN OTHER COMPANIES 835 POWER TO EXTEND PROVISIONS RELATING TO INVESTMENT COMPANIES CHAPTER 2 JUSTIFICATION OF DISTRIBUTION BY REFERENCE TO ACCOUNTS JUSTIFICATION OF DISTRIBUTION BY REFERENCE TO ACCOUNTS 836 JUSTIFICATION OF DISTRIBUTION BY REFERENCE TO RELEVANT ACCOUNTS REQUIREMENTS APPLICABLE IN RELATION TO RELEVANT ACCOUNTS REQUIREMENTS WHERE LAST ANNUAL ACCOUNTS USED REQUIREMENTS WHERE INTERIM ACCOUNTS USED 839 REQUIREMENTS WHERE INITIAL ACCOUNTS USED APPLICATION OF PROVISIONS TO SUCCESSIVE DISTRIBUTIONS ETC 840 SUCCESSIVE DISTRIBUTIONS ETC BY REFERENCE TO THE SAME ACCOUNTS CHAPTER 3 SUPPLEMENTARY PROVISIONS ACCOUNTING MATTERS 841 REALISED LOSSES AND PROFITS AND REVALUATION OF FIXED ASSETS 842 DETERMINATION OF PROFIT OR LOSS IN RESPECT OF ASSET WHERE RECORDS INCOMPLETE 843 REALISED PROFITS AND LOSSES OF LONG-TERM INSURANCE BUSINESS 844 TREATMENT OF DEVELOPMENT COSTS DISTRIBUTIONS IN KIND 845 DISTRIBUTIONS IN KIND: DETERMINATION OF AMOUNT 846 DISTRIBUTIONS IN KIND: TREATMENT OF UNREALISED PROFITS 22.819.01 22.820.01 22.821.01 22.822.01 22.823.01 22.824.01 22.825.01 22.826.01 22.827.01 22.828.01 23.829.01 23.830.01 23.831.01 23.832.01 23.833.01 23.834.01 23.835.01 23.836.01 23.837.01 23.838.01 23.839.01 23.840.01 23.841.01 23.842.01 23.843.01 23.844.01 23.845.01 23.846.01 XXXVI CONTENTS CONSEQUENCES OF UNLAWFUL DISTRIBUTION 847 CONSEQUENCES OF UNLAWFUL DISTRIBUTION OTHER MATTERS 848 SAVING FOR CERTAIN OLDER PROVISIONS IN ARTICLES 849 RESTRICTION ON APPLICATION OF UNREALISED PROFITS 850 TREATMENT OF CERTAIN OLDER PROFITS OR LOSSES 8 51 APPLICATION OF RULES OF LAW RESTRICTING DISTRIBUTIONS 852 SAVING FOR OTHER RESTRICTIONS ON DISTRIBUTIONS 853 MINOR DEFINITIONS 24 A COMPANY S ANNUAL RETURN 854 DUTY TO DELIVER ANNUAL RETURNS 855 CONTENTS OF ANNUAL RETURN: GENERAL 855 A REQUIRED PARTICULARS OF DIRECTORS AND SECRETARIES 856 CONTENTS OF ANNUAL RETURN: INFORMATION ABOUT [SHARES AND] SHARE CAPITAL 856 A CONTENTS OF ANNUAL RETURN: INFORMATION ABOUT SHAREHOLDERS: NON-TRADED COMPANIES 856B CONTENTS OF ANNUAL RETURN: INFORMATION ABOUT SHAREHOLDERS: CERTAIN TRADED COMPANIES 857 CONTENTS OF ANNUAL RETURN: POWER TO MAKE FURTHER PROVISION BY REGULATIONS 858 FAILURE TO DELIVER ANNUAL RETURN 859 APPLICATION OF PROVISIONS TO SHADOW DIRECTORS 25 COMPANY CHARGES CHAPTER 1 COMPANIES REGISTERED IN ENGLAND AND WALES OR IN NORTHERN IRELAND REQUIREMENT TO REGISTER COMPANY CHARGES 860 CHARGES CREATED BY A COMPANY 861 CHARGES WHICH HAVE TO BE REGISTERED: SUPPLEMENTARY 862 CHARGES EXISTING ON PROPERTY ACQUIRED SPECIAL RULES ABOUT DEBENTURES 863 CHARGE IN SERIES OF DEBENTURES 864 ADDITIONAL REGISTRATION REQUIREMENT FOR COMMISSION ETC IN RELATION TO DEBENTURES 865 ENDORSEMENT OF CERTIFICATE ON DEBENTURES CHARGES IN OTHER JURISDICTIONS 866 CHARGES CREATED IN, OR OVER PROPERTY IN, JURISDICTIONS OUTSIDE THE UNITED KINGDOM 867 CHARGES CREATED IN, OR OVER PROPERTY IN, ANOTHER UNITED KINGDOM JURISDICTION ORDERS CHARGING LAND: NORTHERN IRELAND 868 NORTHERN IRELAND: REGISTRATION OF CERTAIN CHARGES ETC AFFECTING LAND THE REGISTER OF CHARGES 869 REGISTER OF CHARGES TO BE KEPT BY REGISTRAR 870 THE PERIOD ALLOWED FOR REGISTRATION 871 REGISTRATION OF ENFORCEMENT OF SECURITY 872 ENTRIES OF SATISFACTION AND RELEASE 873 RECTIFICATION OF REGISTER OF CHARGES AVOIDANCE OF CERTAIN CHARGES 874 CONSEQUENCE OF FAILURE TO REGISTER CHARGES CREATED BY A COMPANY 23.847.01 23.848.01 23.849.01 23,850.01 23.851.01 23.852.01 23.853.01 24.854.01 24.855.01 24.855A.01 24.856.01 24.856A.01 24.856B.01 24.857.01 24.858.01 24.859.01 25.860.01 25.861.01 25.862.01 25.863.01 25.864.01 25.865.01 25.866.01 25.867.01 25.868.01 25.869.01 25.870.01 25.871.01 25.872.01 25.873.01 25.874.01 CONTENTS XXXVII COMPANIES 1 RECORDS AND REGISTERS 875 COMPANIES TO KEEP COPIES OF INSTRUMENTS CREATING CHARGES 876 COMPANY S REGISTER OF CHARGES 877 INSTRUMENTS CREATING CHARGES AND REGISTER OF CHARGES TO BE AVAILABLE FOR INSPECTION CHAPTER 2 COMPANIES REGISTERED IN SCOTLAND CHARGES REQUIRING REGISTRATION 878 CHARGES CREATED BY A COMPANY 879 CHARGES WHICH HAVE TO BE REGISTERED: SUPPLEMENTARY 880 DUTY TO REGISTER CHARGES EXISTING ON PROPERTY ACQUIRED 881 CHARGE BY WAY OF EX FACIE ABSOLUTE DISPOSITION, ETC SPECIAL RULES ABOUT DEBENTURES 882 CHARGE IN SERIES OF DEBENTURES 883 ADDITIONAL REGISTRATION REQUIREMENT FOR COMMISSION ETC IN RELATION TO DEBENTURES CHARGES ON PROPERTY OUTSIDE THE UNITED KINGDOM 884 CHARGES ON PROPERTY OUTSIDE UNITED KINGDOM THE REGISTER OF CHARGES 885 REGISTER OF CHARGES TO BE KEPT BY REGISTRAR 886 THE PERIOD ALLOWED FOR REGISTRATION 887 ENTRIES OF SATISFACTION AND RELIEF 888 RECTIFICATION OF REGISTER OF CHARGES AVOIDANCE OF CERTAIN CHARGES 889 CHARGES VOID UNLESS REGISTERED COMPANIES RECORDS AND REGISTERS 890 COPIES OF INSTRUMENTS CREATING CHARGES TO BE KEPT BY COMPANY 891 COMPANY S REGISTER OF CHARGES 892 INSTRUMENTS CREATING CHARGES AND REGISTER OF CHARGES TO BE AVAILABLE FOR INSPECTION CHAPTER 3 POWERS OF THE SECRETARY OF STATE 893 POWER TO MAKE PROVISION FOR EFFECT OF REGISTRATION IN SPECIAL REGISTER 894 GENERAL POWER TO MAKE AMENDMENTS TO THIS PART 26 ARRANGEMENTS AND RECONSTRUCTIONS APPLICATION OF THIS PART 895 APPLICATION OF THIS PART 896 897 898 899 900 901 MEETING OF CREDITORS OR MEMBERS COURT ORDER FOR HOLDING OF MEETING STATEMENT TO BE CIRCULATED OR MADE AVAILABLE DUTY OF DIRECTORS AND TRUSTEES TO PROVIDE INFORMATION COURT SANCTION FOR COMPROMISE OR ARRANGEMENT COURT SANCTION FOR COMPROMISE OR ARRANGEMENT RECONSTRUCTIONS AND AMALGAMATIONS POWERS OF COURT TO FACILITATE RECONSTRUCTION OR AMALGAMATION OBLIGATIONS OF COMPANY WITH RESPECT TO ARTICLES ETC OBLIGATIONS OF COMPANY WITH RESPECT TO ARTICLES ETC 25.875.01 25.876.01 25.877.01 25.878.02 25.879.01 25.880.01 25.881.01 25.882.01 25.883.01 25.884.01 25.885.01 25.886.01 25.887.01 25.888.01 25.889.01 25.890.01 25.891.01 25.892.01 25.893.01 25.894.01 26.895.01 26.896.01 26.897.01 26.898.01 26.899.01 26.900.01 26.901,01 CONTENTS 902 903 27 MERGERS AND DIVISIONS OF PUBLIC COMPANIES CHAPTER 1 INTRODUCTORY APPLICATION OF THIS PART RELATIONSHIP OF THIS PART TO PART 26 CHAPTER 2 MERGER 27.902.01 27.903.01 INTRODUCTORY 904 MERGERS AND MERGING COMPANIES 27.904.01 REQUIREMENTS APPLICABLE TO MERGER 905 DRAFT TERMS OF SCHEME (MERGER) 27.905.01 906 PUBLICATION OF DRAFT TERMS [BY REGISTRAR] (MERGER) 27.906.01 906A PUBLICATION OF DRAFT TERMS ON COMPANY WEBSITE (MERGER) 27.906A.01 907 APPROVAL OF MEMBERS OF MERGING COMPANIES 27.907.01 908 DIRECTORS EXPLANATORY REPORT (MERGER) 27.908.01 909 EXPERTS REPORT (MERGER) 27.909.01 910 SUPPLEMENTARY ACCOUNTING STATEMENT (MERGER) 27.910.01 911 INSPECTION OF DOCUMENTS (MERGER) 27.911.01 911A PUBLICATION OF DOCUMENTS ON COMPANY WEBSITE (MERGER) 27.911 A.01 91 IB REPORT ON MATERIAL CHANGES OF ASSETS OF MERGING COMPANIES 27.911B.01 912 APPROVAL OF ARTICLES OF NEW TRANSFEREE COMPANY (MERGER) 27.912.01 913 PROTECTION OF HOLDERS OF SECURITIES TO WHICH SPECIAL RIGHTS ATTACHED (MERGER) 27.913.01 914 NO ALLOTMENT OF SHARES TO TRANSFEROR COMPANY OR [TRANSFEREE COMPANY] (MERGER) 27.914.01 EXCEPTIONS WHERE SHARES OF TRANSFEROR COMPANY HELD BY TRANSFEREE COMPANY 915 916 917 918 CIRCUMSTANCES IN WHICH CERTAIN PARTICULARS AND REPORTS NOT REQUIRED (MERGER) 915A OTHER CIRCUMSTANCES IN WHICH REPORTS AND INSPECTION NOT REQUIRED (MERGER) CIRCUMSTANCES IN WHICH MEETING OF MEMBERS OF TRANSFEREE COMPANY NOT REQUIRED (MERGER) CIRCUMSTANCES IN WHICH NO MEETINGS REQUIRED (MERGER) OTHER EXCEPTIONS OTHER CIRCUMSTANCES IN WHICH MEETING OF MEMBERS OF TRANSFEREE COMPANY NOT REQUIRED (MERGER) 918A AGREEMENT TO DISPENSE WITH [REPORTS ETC] (MERGER) CHAPTER 3 DIVISION INTRODUCTORY 919 DIVISIONS AND COMPANIES INVOLVED IN A DIVISION REQUIREMENTS TO BE COMPLIED WITH IN CASE OF DIVISION 920 DRAFT TERMS OF SCHEME (DIVISION) 921 PUBLICATION OF DRAFT TERMS [BY REGISTRAR] (DIVISION) 921A PUBLICATION OF DRAFT TERMS ON COMPANY WEBSITE (DIVISION) 922 APPROVAL OF MEMBERS OF COMPANIES INVOLVED IN THE DIVISION 923 DIRECTORS EXPLANATORY REPORT (DIVISION) 924 EXPERT S REPORT (DIVISION) 925 SUPPLEMENTARY ACCOUNTING STATEMENT (DIVISION) 926 INSPECTION OF DOCUMENTS (DIVISION) 926A PUBLICATION OF DOCUMENTS ON COMPANY WEBSITE (DIVISION) 927 REPORT ON MATERIAL CHANGES OF ASSETS OF TRANSFEROR COMPANY (DIVISION) 928 APPROVAL OF ARTICLES OF NEW TRANSFEREE COMPANY (DIVISION) 929 SONT F H LDERS F SECUFITIES TO WHKH SPEDAL RI ^ TS BACHED 930 SST 11 F SHARES TO TRANSFER R CON W OR [TO TRANSFEREE COMPANY] 27.915.01 27.915A.01 27.916.01 27.917.01 27.918.01 27.918 A.01 27.919.01 27.920.01 27.921.01 27.921A.01 27.922.01 27.923.01 27.924.01 27.925.01 27.926.01 27.926A.01 27.927.01 27.928.01 27.929.01 27.930.01 CONTENTS XXXIX EXCEPTIONS WHERE SHARES OF TRANSFEROR COMPANY HELD BY TRANSFEREE COMPANY 931 CIRCUMSTANCES IN WHICH MEETING OF MEMBERS OF TRANSFEROR COMPANY NOT REQUIRED (DIVISION) OTHER EXCEPTIONS 932 CIRCUMSTANCES IN WHICH MEETING OF MEMBERS OF TRANSFEREE COMPANY NOT REQUIRED (DIVISION) 933 AGREEMENT TO DISPENSE WITH REPORTS ETC (DIVISION) 933A CERTAIN REQUIREMENTS EXCLUDED WHERE SHAREHOLDERS GIVEN PROPORTIONAL RIGHTS (DIVISION) 934 POWER OF COURT TO EXCLUDE CERTAIN REQUIREMENTS (DIVISION) CHAPTER 4 SUPPLEMENTARY PROVISIONS EXPERTS REPORT AND RELATED MATTERS THE TAKEOVER CODE 944 FURTHER PROVISIONS ABOUT RULES 945 RULINGS 946 DIRECTIONS INFORMATION 947 POWER TO REQUIRE DOCUMENTS AND INFORMATION 948 RESTRICTIONS ON DISCLOSURE 949 OFFENCE OF DISCLOSURE IN CONTRAVENTION OF SECTION 948 950 PANEL S DUTY OF CO-OPERATION CO-OPERATION HEARINGS AND APPEALS 951 HEARINGS AND APPEALS CONTRAVENTION OF RULES ETC 952 SANCTIONS 953 FAILURE TO COMPLY WITH RULES ABOUT BID DOCUMENTATION 954 COMPENSATION 27.931.01 27.932.01 27.933.01 27.933A.01 27.934.01 935 936 937 938 939 940 940A 941 942 943 EXPERTS REPORT: VALUATION BY ANOTHER PERSON EXPERTS AND VALUERS: INDEPENDENCE REQUIREMENT EXPERTS AND VALUERS: MEANING OF ASSOCIATE POWERS OF THE COURT POWER OF COURT TO SUMMON MEETING OF MEMBERS OR CREDITORS OF EXISTING TRANSFEREE COMPANY COURT TO FIX DATE FOR TRANSFER OF UNDERTAKING ETC OF TRANSFEROR COMPANY LIABILITY OF TRANSFEREE COMPANIES LIABILITY OF TRANSFEREE COMPANIES FOR EACH OTHER S DEFAULTS DISREGARD OF WEBSITE FAILURES BEYOND CONTROL OF COMPANY INTERPRETATION MEANING OF LIABILITIES AND PROPERTY 28 TAKEOVERS ETC CHAPTER 1 THE TAKEOVER PANEL THE PANEL AND ITS RULES THE PANEL RULES 27.935.01 27.936.01 27.937.01 27.938.01 27.939.01 27.940.01 27.940A.01 27.941.01 28.942.01 28.943.01 28.944.01 28.945.01 28.946.01 28.947.01 28.948.01 28.949.01 28.950.01 28.951.01 28.952.01 28.953.01 28.954.01 XL CONTENTS 955 ENFORCEMENT BY THE COURT 956 NO ACTION FOR BREACH OF STATUTORY DUTY ETC FUNDING 957 FEES AND CHARGES 958 LEVY 959 RECOVERY OF FEES, CHARGES OR LEVY MISCELLANEOUS AND SUPPLEMENTARY 960 PANEL AS PARTY TO PROCEEDINGS 961 EXEMPTION FROM LIABILITY IN DAMAGES 962 PRIVILEGE AGAINST SELF-INCRIMINATION 963 ANNUAL REPORTS 964 AMENDMENTS TO FINANCIAL SERVICES AND MARKETS ACT 2000 965 POWER TO EXTEND TO ISLE OF MAN AND CHANNEL ISLANDS 28.955.01 28.956.01 28.957.01 28.958.01 28.959.01 28.960.01 28.961.01 28.962.01 28.963.01 28.964.01 28.965.01 CHAPTER 2 IMPEDIMENTS TO TAKEOVERS OPTING IN AND OPTING OUT 966 OPTING IN AND OPTING OUT 967 FURTHER PROVISION ABOUT OPTING-IN AND OPTING-OUT RESOLUTIONS CONSEQUENCES OF OPTING IN 968 EFFECT ON CONTRACTUAL RESTRICTIONS 969 POWER OF OFFEROR TO REQUIRE GENERAL MEETING TO BE CALLED SUPPLEMENTARY 970 COMMUNICATION OF DECISIONS 971 INTERPRETATION OF THIS CHAPTER 972 TRANSITORY PROVISION 973 POWER TO EXTEND TO ISLE OF MAN AND CHANNEL ISLANDS 28.966.01 28.967.01 28.968.01 28.969.01 28.970.01 28.971.01 28.972.01 28.973.01 CHAPTER 3 SQUEEZE-OUT AND SELL-OUT TAKEOVER OFFERS 974 MEANING OF TAKEOVER OFFER 975 SHARES ALREADY HELD BY THE OFFEROR ETC 976 CASES WHERE OFFER TREATED AS BEING ON SAME TERMS 977 SHARES TO WHICH AN OFFER RELATES 978 EFFECT OF IMPOSSIBILITY ETC OF COMMUNICATING OR ACCEPTING OFFER SQUEEZE-OUT* 979 RIGHT OF OFFEROR TO BUY OUT MINORITY SHAREHOLDER 980 FURTHER PROVISION ABOUT NOTICES GIVEN UNDER SECTION 979 981 EFFECT OF NOTICE UNDER SECTION 979 982 FURTHER PROVISION ABOUT CONSIDERATION HELD ON TRUST UNDER SECTION 981(9) SELL-OUT 983 RIGHT OF MINORITY SHAREHOLDER TO BE BOUGHT OUT BY OFFEROR 984 FURTHER PROVISION ABOUT RIGHTS CONFERRED BY SECTION 983 985 EFFECT OF REQUIREMENT UNDER SECTION 983 986 APPLICATIONS TO THE COURT 987 JOINT OFFERS 988 ASSOCIATES 989 CONVERTIBLE SECURITIES SUPPLEMENTARY INTERPRETATION 28.974.01 28.975.01 28.976.01 28.977.01 28.978.01 28.979.01 28.980.01 28.981.01 28.982.01 28.983.01 28.984.01 28.985.01 28.986.01 28.987.01 28.988.01 28.989.01 CONTENTS XLI 990 DEBENTURES CARRYING VOTING RIGHTS 991 INTERPRETATION CHAPTER 4 AMENDMENTS TO PART 7 OF THE COMPANIES ACT 1985 992 MATTERS TO BE DEALT WITH IN DIRECTORS REPORT 29 FRAUDULENT TRADING 993 OFFENCE OF FRAUDULENT TRADING 30 PROTECTION OF MEMBERS AGAINST UNFAIR PREJUDICE MAIN PROVISIONS 994 PETITION BY COMPANY MEMBER 995 PETITION BY SECRETARY OF STATE 996 POWERS OF THE COURT UNDER THIS PART SUPPLEMENTARY PROVISIONS 997 APPLICATION OF GENERAL RULE-MAKING POWERS 998 COPY OF ORDER AFFECTING COMPANY S CONSTITUTION TO BE DELIVERED TO REGISTRAR 999 SUPPLEMENTARY PROVISIONS WHERE COMPANY S CONSTITUTION ALTERED 31 DISSOLUTION AND RESTORATION TO THE REGISTER CHAPTER 1 STRIKING OFF REGISTRAR S POWER TO STRIKE OFF DEFUNCT COMPANY 1000 POWER TO STRIKE OFF COMPANY NOT CARRYING ON BUSINESS OR IN OPERATION 1001 DUTY TO ACT IN CASE OF COMPANY BEING WOUND UP 1002 SUPPLEMENTARY PROVISIONS AS TO SERVICE OF LETTER OR NOTICE 1003 STRIKING OFF ON APPLICATION BY COMPANY 1004 CIRCUMSTANCES IN WHICH APPLICATION NOT TO BE MADE: ACTIVITIES OF COMPANY 1005 CIRCUMSTANCES IN WHICH APPLICATION NOT TO BE MADE: OTHER PROCEEDINGS NOT CONCLUDED 1006 COPY OF APPLICATION TO BE GIVEN TO MEMBERS, EMPLOYEES, ETC. 1007 COPY OF APPLICATION TO BE GIVEN TO NEW MEMBERS, EMPLOYEES, ETC 1008 COPY OF APPLICATION: PROVISIONS AS TO SERVICE OF DOCUMENTS 1009 CIRCUMSTANCES IN WHICH APPLICATION TO BE WITHDRAWN 1010 WITHDRAWAL OF APPLICATION 1011 MEANING OF CREDITOR* CHAPTER 2 PROPERTY OF DISSOLVED COMPANY PROPERTY VESTING AS BONA VACANTIA 1012 PROPERTY OF DISSOLVED COMPANY TO BE BONA VACANTIA 1013 CROWN DISCLAIMER OF PROPERTY VESTING AS BONA VACANTIA 1014 EFFECT OF CROWN DISCLAIMER 28.990.01 28.991.01 28.992.01 29.993.01 30.994.01 30.995.01 30.996.01 30.997.01 30.998.01 30.999.01 31.1000.01 31.1001.01 31.1002.01 31.1003.01 31.1004.01 31.1005.01 31.1006.01 31.1007.01 31.1008.01 31.1009.01 31.1010.01 31.1011.01 31.1012.01 31.1013.01 31.1014.01 EFFECT OF CROWN DISCLAIMER: ENGLAND AND WALES AND NORTHERN IRELAND 1015 GENERAL EFFECT OF DISCLAIMER 31.1015.01 1016 DISCLAIMER OF LEASEHOLDS 31.1016.01 1017 POWER OF COURT TO MAKE VESTING ORDER 31.1017.01 1018 PROTECTION OF PERSONS HOLDING UNDER A LEASE 31.1018.01 1019 LAND SUBJECT TO RENTCHARGE 31.1019.01 XLII CONTENTS EFFECT OF CROWN DISCLAIMER: SCOTLAND 1020 GENERAL EFFECT OF DISCLAIMER 1021 POWER OF COURT TO MAKE VESTING ORDER 1022 PROTECTION OF PERSONS HOLDING UNDER A LEASE SUPPLEMENTARY PROVISIONS 1023 LIABILITY FOR RENTCHARGE ON COMPANY S LAND AFTER DISSOLUTION CHAPTER 3 RESTORATION TO THE REGISTER ADMINISTRATIVE RESTORATION TO THE REGISTER 1024 APPLICATION FOR ADMINISTRATIVE RESTORATION TO THE REGISTER 1025 REQUIREMENTS FOR ADMINISTRATIVE RESTORATION 1026 APPLICATION TO BE ACCOMPANIED BY STATEMENT OF COMPLIANCE 1027 REGISTRARS DECISION ON APPLICATION FOR ADMINISTRATIVE RESTORATION EFFECT OF ADMINISTRATIVE RESTORATION 1028 RESTORATION TO THE REGISTER BY THE COURT 1029 APPLICATION TO COURT FOR RESTORATION TO THE REGISTER 1030 WHEN APPLICATION TO THE COURT MAY BE MADE 1031 DECISION ON APPLICATION FOR RESTORATION BY THE COURT 1032 EFFECT OF COURT ORDER FOR RESTORATION TO THE REGISTER SUPPLEMENTARY PROVISIONS 1033 COMPANY S NAME ON RESTORATION 1034 EFFECT OF RESTORATION TO THE REGISTER WHERE PROPERTY HAS VESTED AS BONA VACANTIA 31.1020.01 31.1021.01 31.1022.01 31.1023.01 31.1024.01 31.1025.01 31.1026.01 31.1027.01 31.1028.01 31.1029.01 31.1030.01 31.1031.01 31.1032.01 31.1033.01 31.1034.01 32 COMPANY INVESTIGATIONS COMPANIES ACT 2006 COMPANY INVESTIGATIONS: AMENDMENTS 1035 POWERS OF SECRETARY OF STATE TO GIVE DIRECTIONS TO INSPECTORS 1036 RESIGNATION, REMOVAL AND REPLACEMENT OF INSPECTORS 1037 POWER TO OBTAIN INFORMATION FROM FORMER INSPECTORS ETC 1038 POWER TO REQUIRE PRODUCTION OF DOCUMENTS 1039 DISQUALIFICATION ORDERS: CONSEQUENTIAL AMENDMENTS 32.1035.01 32.1036.01 32.1037.01 32.1038.01 32.1039.01 COMPANIES (AUDIT, INVESTIGATIONS AND COMMUNITY ENTERPRISE) ACT 2004 CHAPTER 4 INVESTIGATIONS 21 POWER TO REQUIRE DOCUMENTS AND INFORMATION 22 PROTECTION IN RELATION TO CERTAIN DISCLOSURES 23 POWER TO ENTER AND REMAIN ON PREMISES 24 FAILURE TO COMPLY WITH CERTAIN REQUIREMENTS 32.CA04.01 32.CA04.02 32.CA04.03 32.CA04.04 COMPANIES ACT 1989 55 56 59 60 61 62 PART III INVESTIGATIONS AND POWERS TO OBTAIN INFORMATION AMENDMENTS OF THE COMPANIES ACT 1985 INVESTIGATIONS BY INSPECTORS NOT LEADING TO PUBLISHED REPORT PRODUCTION OF DOCUMENTS AND EVIDENCE TO INSPECTORS EXPENSES OF INVESTIGATING A COMPANY S AFFAIRS POWER OF SECRETARY OF STATE TO PRESENT WINDING-UP PETITION INSPECTORS REPORTS AS EVIDENCE INVESTIGATION OF COMPANY OWNERSHIP 32.CA89.01 32.CA89.02 32.CA89.03 32.CA89.04 32.CA89.08 32.CA89.09 CONTENTS XLIII 64 ENTRY AND SEARCH OF PREMISES 66 PUNISHMENT FOR DESTROYING, MUTILATING, &C. COMPANY DOCUMENTS 68 DISCLOSURE O( INFORMATION BY SECRETARY OF STATE OR INSPECTOR 69 PROTECTION OF BANKING INFORMATION 70 INVESTIGATION OF OVERSEA COMPANIES COMPANIES ACT 1985 32.CA89.10 32.CA89.IL 32.CA89.12 32.CA89.13 32.CA89.14 PART XIV INVESTIGATION OF COMPANIES AND THEIR AFFAIRS; REQUISITION OF DOCUMENTS APPOINTMENT AND FUNCTIONS OF INSPECTORS 431 INVESTIGATION OF A COMPANY ON ITS OWN APPLICATION OR THAT OF ITS MEMBERS 32.CA85.01 432 OTHER COMPANY INVESTIGATIONS 32.CA85.06 433 INSPECTORS POWERS DURING INVESTIGATION 32.CA85.09 434 PRODUCTION OF DOCUMENTS AND EVIDENCE TO INSPECTORS 32.CA85.12 436 OBSTRUCTION OF INSPECTORS TREATED AS CONTEMPT OF COURT 32.CA85.17 437 INSPECTORS REPORTS 32.CA85.19 438 POWER TO BRING CIVIL PROCEEDINGS ON COMPANY S BEHALF 32.CA85.21 439 EXPENSES OF INVESTIGATING A COMPANY S AFFAIRS 32.CA85.24 441 INSPECTORS REPORT TO BE EVIDENCE 32.CA85.27 442 POWER TO INVESTIGATE COMPANY OWNERSHIP 32.CA85.29 443 PROVISIONS APPLICABLE ON INVESTIGATION UNDER SECTION 442 32.CA85.32 444 POWER TO OBTAIN INFORMATION AS TO THOSE INTERESTED IN SHARES, ETC. 32.CA85.34 445 POWER TO IMPOSE RESTRICTIONS ON SHARES AND DEBENTURES 32.CA85.37 446 INVESTIGATION OF SHARE DEALINGS 32.CA85.40 POWERS OF SECRETARY OF STATE TO GIVE DIRECTIONS TO INSPECTORS 446A GENERAL POWERS TO GIVE DIRECTIONS 32.CA85.42 446B DIRECTION TO TERMINATE INVESTIGATION 32.CA85.44 RESIGNATION, REMOVAL AND REPLACEMENT OF INSPECTORS 446C RESIGNATION AND REVOCATION OF APPOINTMENT 32.CA85.46 446D APPOINTMENT OF REPLACEMENT INSPECTORS 32.CA85.48 POWER TO OBTAIN INFORMATION FROM FORMER INSPECTORS ETC 446E OBTAINING INFORMATION FROM FORMER INSPECTORS ETC 32.CA85.50 REQUISITION AND SEIZURE OF BOOKS AND PAPERS 447 POWER TO REQUIRE DOCUMENTS AND INFORMATION 32.CA85.52 447A INFORMATION PROVIDED: EVIDENCE 32.CA85.55 448 ENTRY AND SEARCH OF PREMISES 32.CA85.57 448A PROTECTION IN RELATION TO CERTAIN DISCLOSURES: INFORMATION PROVIDED TO SECRETARY OF STATE 32.CA85.59 449 PROVISION FOR SECURITY OF INFORMATION OBTAINED 32.CA85.61 450 PUNISHMENT FOR DESTROYING, MUTILATING ETC. COMPANY DOCUMENTS 32.CA85.63 451 PUNISHMENT FOR FURNISHING FALSE INFORMATION 32.CA85.65 451A DISCLOSURE OF INFORMATION BY SECRETARY OF STATE OR INSPECTOR 32.C A85.67 452 PRIVILEGED INFORMATION 32.CA85.70 453 INVESTIGATION OF [OVERSEAS] COMPANIES 32.CA85.74 453A POWER TO ENTER AND REMAIN ON PREMISES 32.CA85.76 453B POWER TO ENTER AND REMAIN ON PREMISES: PROCEDURAL 32.CA85.78 453C FAILURE TO COMPLY WITH CERTAIN REQUIREMENTS 32.CA85.80 453D OFFENCES BY BODIES CORPORATE 32.CA85.82 PART XV ORDERS IMPOSING RESTRICTIONS ON SHARES (SECTIONS 210, 216 445) 454 CONSEQUENCE OF ORDER IMPOSING RESTRICTIONS 32.CA85.84 455 PUNISHMENT FOR ATTEMPTED EVASION OF RESTRICTIONS 32.CA85.86 XLIV CONTENTS 456 RELAXATION AND REMOVAL OF RESTRICTIONS 457 FURTHER PROVISIONS ON SALE BY COURT ORDER OF RESTRICTED SHARES 33 UK COMPANIES NOT FORMED UNDER THE COMPANIES ACT CHAPTER 1 COMPANIES NOT FORMED UNDER THE COMPANIES LEGISLATION BUT AUTHORISED TO REGISTER 1040 COMPANIES AUTHORISED TO REGISTER UNDER THIS ACT 1041 DEFINITION OF JOINT STOCK COMPANY 1042 POWER TO MAKE PROVISION BY REGULATIONS CHAPTER 2 UNREGISTERED COMPANIES 1043 UNREGISTERED COMPANIES 32.CA85.88 32.CA85.91 33.1040.01 33.1041.01 33.1042.01 33.1043.02 34 OVERSEAS COMPANIES INTRODUCTORY 1044 OVERSEAS COMPANIES 1045 COMPANY CONTRACTS AND EXECUTION OF DOCUMENTS BY COMPANIES REGISTRATION OF PARTICULARS 1046 DUTY TO REGISTER PARTICULARS 1047 REGISTERED NAME OF OVERSEAS COMPANY 1048 REGISTRATION UNDER ALTERNATIVE NAME OTHER REQUIREMENTS 1049 ACCOUNTS AND REPORTS: GENERAL 1050 ACCOUNTS AND REPORTS: CREDIT OR FINANCIAL INSTITUTIONS 1051 TRADING DISCLOSURES 1052 COMPANY CHARGES 1053 OTHER RETURNS ETC SUPPLEMENTARY 1054 OFFENCES 1055 DISCLOSURE OF INDIVIDUAL S RESIDENTIAL ADDRESS: PROTECTION FROM DISCLOSURE 1056 REQUIREMENT TO IDENTIFY PERSONS AUTHORISED TO ACCEPT SERVICE OF DOCUMENTS 1057 REGISTRAR TO WHOM RETURNS, NOTICES ETC TO BE DELIVERED 1058 DUTY TO GIVE NOTICE OF CEASING TO HAVE REGISTRABLE PRESENCE 1059 APPLICATION OF PROVISIONS IN CASE OF RELOCATION OF BRANCH 34.1044.01 34.1045.01 34.1046.01 34.1047.01 34.1048.01 34.1049.01 34.1050.01 34.1051.01 34.1052.01 34.1053.01 34.1054.01 34.1055.01 34.1056.01 34.1057.01 34.1058.01 34.1059.01 35 THE REGISTRAR OF COMPANIES SCHEME OF THIS PART 1059 A SCHEME OF THIS PART THE REGISTRAR 1060 THE REGISTRAR 1061 THE REGISTRARS FUNCTIONS 1062 THE REGISTRARS OFFICIAL SEAL 1063 FEES PAYABLE TO REGISTRAR CERTIFICATES OF INCORPORATION 1064 PUBLIC NOTICE OF ISSUE OF CERTIFICATE OF INCORPORATION 1065 RIGHT TO CERTIFICATE OF INCORPORATION 1066 COMPANY S REGISTERED NUMBERS REGISTERED NUMBERS 35.1059A.01 35.1060.01 35.1061.01 35.1062.01 35.1063.01 35.1064.01 35.1065.01 CONTENTS XLV 1067 REGISTERED NUMBERS OF [UK ESTABLISHMENTS] OF OVERSEAS COMPANY DELIVERY OF DOCUMENTS TO THE REGISTRAR 1068 REGISTRARS REQUIREMENTS AS TO FORM, AUTHENTICATION AND MANNER OF DELIVERY 1069 POWER TO REQUIRE DELIVERY BY ELECTRONIC MEANS 1070 AGREEMENT FOR DELIVERY BY ELECTRONIC MEANS 1071 DOCUMENT NOT DELIVERED UNTIL RECEIVED REQUIREMENTS FOR PROPER DELIVERY 1072 REQUIREMENTS FOR PROPER DELIVERY 1073 POWER TO ACCEPT DOCUMENTS NOT MEETING REQUIREMENTS FOR PROPER DELIVERY 1074 DOCUMENTS CONTAINING UNNECESSARY MATERIAL 1075 INFORMAL CORRECTION OF DOCUMENT 1076 REPLACEMENT OF DOCUMENT NOT MEETING REQUIREMENTS FOR PROPER DELIVERY PUBLIC NOTICE OF RECEIPT OF CERTAIN DOCUMENTS 1077 PUBLIC NOTICE OF RECEIPT OF CERTAIN DOCUMENTS 1078 DOCUMENTS SUBJECT TO DIRECTIVE DISCLOSURE REQUIREMENTS 1079 EFFECT OF FAILURE TO GIVE PUBLIC NOTICE THE REGISTER 1080 THE REGISTER 1081 ANNOTATION OF THE REGISTER 1082 ALLOCATION OF UNIQUE IDENTIFIERS 1083 PRESERVATION OF ORIGINAL DOCUMENTS 1084 RECORDS RELATING TO COMPANIES THAT HAVE BEEN DISSOLVED ETC INSPECTION ETC OF THE REGISTER 1085 INSPECTION OF THE REGISTER 1086 RIGHT TO COPY OF MATERIAL ON THE REGISTER 1087 MATERIAL NOT AVAILABLE FOR PUBLIC INSPECTION 1088 APPLICATION TO REGISTRAR TO MAKE ADDRESS UNAVAILABLE FOR PUBLIC INSPECTION 1089 FORM OF APPLICATION FOR INSPECTION OR COPY 1090 FORM AND MANNER IN WHICH COPIES TO BE PROVIDED 1091 CERTIFICATION OF COPIES AS ACCURATE 1092 ISSUE OF PROCESS FOR PRODUCTION OF RECORDS KEPT BY THE REGISTRAR CORRECTION OR REMOVAL OF MATERIAL ON THE REGISTER 1093 REGISTRARS NOTICE TO RESOLVE INCONSISTENCY ON THE REGISTER 1094 ADMINISTRATIVE REMOVAL OF MATERIAL FROM THE REGISTER 1095 RECTIFICATION OF REGISTER ON APPLICATION TO REGISTRAR 1096 RECTIFICATION OF THE REGISTER UNDER COURT ORDER 1097 POWERS OF COURT ON ORDERING REMOVAL OF MATERIAL FROM THE REGISTER 1098 PUBLIC NOTICE OF REMOVAL OF CERTAIN MATERIAL FROM THE REGISTER THE REGISTRARS INDEX OF COMPANY NAMES 1099 THE REGISTRAR S INDEX OF COMPANY NAMES 1100 RIGHT TO INSPECT INDEX 1101 POWER TO AMEND ENACTMENTS RELATING TO BODIES OTHER THAN COMPANIES LANGUAGE REQUIREMENTS: TRANSLATION 1102 APPLICATION OF LANGUAGE REQUIREMENTS 1103 DOCUMENTS TO BE DRAWN UP AND DELIVERED IN ENGLISH 1104 DOCUMENTS RELATING TO WELSH COMPANIES 1105 DOCUMENTS THAT MAY BE DRAWN UP AND DELIVERED IN OTHER LANGUAGES 35.1067.01 35.1068.01 35.1069.01 35.1070.01 35.1071.01 35.1072.01 35.1073.01 35.1074.01 35.1075.01 35.1076.01 35.1077.01 35.1078.01 35.1079.01 35.1080.01 35.1081.01 35.1082.01 35.1083.01 35.1084.01 35.1085.01 35.1086.01 35.1087.01 35.1088.01 35.1089.01 35.1090.01 35.1091.01 35.1092.01 35.1093.01 35.1094.01 35.1095.01 35.1096.01 35.1097.01 35.1098.01 35.1099.01 35.1100.01 35.1101.01 35.1102.01 35.1103.01 35.1104.01 35.1105.01 XLVI CONTENTS 1106 VOLUNTARY FILING OF TRANSLATIONS 1107 CERTIFIED TRANSLATIONS LANGUAGE REQUIREMENTS: TRANSLITERATION 1108 TRANSLITERATION OF NAMES AND ADDRESSES: PERMITTED CHARACTERS 1109 TRANSLITERATIONS OF NAMES AND ADDRESSES: VOLUNTARY TRANSLITERATION INTO ROMAN CHARACTERS 1110 TRANSLITERATIONS OF NAMES AND ADDRESSES: CERTIFICATION SUPPLEMENTARY PROVISIONS 1111 REGISTRAR S REQUIREMENTS AS TO CERTIFICATION OR VERIFICATION 1112 GENERAL FALSE STATEMENT OFFENCE 1113 ENFORCEMENT OF COMPANY S FILING OBLIGATIONS 1114 APPLICATION OF PROVISIONS ABOUT DOCUMENTS AND DELIVERY 1115 SUPPLEMENTARY PROVISIONS RELATING TO ELECTRONIC COMMUNICATIONS 1116 ALTERNATIVE TO PUBLICATION IN THE GAZETTE 1117 REGISTRAR S RULES 1118 PAYMENTS INTO THE CONSOLIDATED FUND 1119 CONTRACTING OUT OF REGISTRAR S FUNCTIONS 1120 APPLICATION OF THIS PART TO OVERSEAS COMPANIES 36 OFFENCES UNDER THE COMPANIES ACTS LIABILITY OF OFFICER IN DEFAULT 1121 LIABILITY OF OFFICER IN DEFAULT 1122 LIABILITY OF COMPANY AS OFFICER IN DEFAULT 1123 APPLICATION TO BODIES OTHER THAN COMPANIES OFFENCES UNDER THE COMPANIES ACT 1985 1124 AMENDMENTS OF THE COMPANIES ACT 1985 GENERAL PROVISIONS 1125 MEANING OF DAILY DEFAULT FINE* 1126 CONSENTS REQUIRED FOR CERTAIN PROSECUTIONS 1127 SUMMARY PROCEEDINGS: VENUE 1128 SUMMARY PROCEEDINGS: TIME LIMIT FOR PROCEEDINGS 1129 LEGAL PROFESSIONAL PRIVILEGE 1130 PROCEEDINGS AGAINST UNINCORPORATED BODIES 1131 IMPRISONMENT ON SUMMARY CONVICTION IN ENGLAND AND WALES: TRANSITORY PROVISION PRODUCTION AND INSPECTION OF DOCUMENTS 1132 PRODUCTION AND INSPECTION OF DOCUMENTS WHERE OFFENCE SUSPECTED SUPPLEMENTARY 1133 TRANSITIONAL PROVISION 37 COMPANIES: SUPPLEMENTARY PROVISIONS COMPANY RECORDS 1134 MEANING OF COMPANY RECORDS 1135 FORM OF COMPANY RECORDS 1136 REGULATIONS ABOUT WHERE CERTAIN COMPANY RECORDS TO BE KEPT AVAILABLE FOR INSPECTION 1137 REGULATIONS ABOUT INSPECTION OF RECORDS AND PROVISION OF COPIES 1138 DUTY TO TAKE PRECAUTIONS AGAINST FALSIFICATION SERVICE ADDRESSES 1139 SERVICE OF DOCUMENTS ON COMPANY 35.1106.01 35.1107.01 35.1108.01 35.1109.01 35.1110.01 35.1111.01 35.1112.01 35.1113.01 35.1114.01 35.1115.01 35.1116.01 35.1117.01 35.1118.01 35.1119.01 35.1120.01 36.1121.01 36.1122.01 36.1123.01 36.1124.01 36.1125.01 36.1126.01 36.1127.01 36.1128.01 36.1129.01 36.1130.01 36.1131.01 36.1132.01 36.1133.01 37.1134.01 37.1135.01 37.1136.01 37.1137.01 37.1138.01 37.1139.01 CONTENTS XLVII 1140 SERVICE OF DOCUMENTS ON DIRECTORS, SECRETARIES AND OTHERS 1141 SERVICE ADDRESSES 1142 REQUIREMENT TO GIVE SERVICE ADDRESS SENDING OR SUPPLYING DOCUMENTS OR INFORMATION 1143 THE COMPANY COMMUNICATIONS PROVISIONS 1144 SENDING OR SUPPLYING DOCUMENTS OR INFORMATION 1145 RIGHT TO HARD COPY VERSION 1146 REQUIREMENT OF AUTHENTICATION 1147 DEEMED DELIVERY OF DOCUMENTS AND INFORMATION 1148 INTERPRETATION OF COMPANY COMMUNICATIONS PROVISIONS REQUIREMENTS AS TO INDEPENDENT VALUATION 1149 APPLICATION OF VALUATION REQUIREMENTS 1150 VALUATION BY QUALIFIED INDEPENDENT PERSON 1151 THE INDEPENDENCE REQUIREMENT 1152 MEANING OF ASSOCIATE 1153 VALUER ENTITLED TO FULL DISCLOSURE NOTICE OF APPOINTMENT OF CERTAIN OFFICERS 1154 DUTY TO NOTIFY REGISTRAR OF CERTAIN APPOINTMENTS ETC 1155 OFFENCE OF FAILURE TO GIVE NOTICE COURTS AND LEGAL PROCEEDINGS 1156 MEANING OF THE COURT 1157 POWER OF COURT TO GRANT RELIEF IN CERTAIN CASES 38 COMPANIES: INTERPRETATION MEANING OF UK-REGISTERED COMPANY 1158 MEANING OF UK-REGISTERED COMPANY* MEANING OF SUBSIDIARY AND RELATED EXPRESSIONS 1159 MEANING OF SUBSIDIARY ETC 1160 MEANING OF SUBSIDIARY ETC: POWER TO AMEND MEANING OF UNDERTAKING AND RELATED EXPRESSIONS 1161 MEANING OF UNDERTAKING AND RELATED EXPRESSIONS 1162 PARENT AND SUBSIDIARY UNDERTAKINGS OTHER DEFINITIONS 1163 NON -CASH ASSET 1164 MEANING OF BANKING COMPANY* AND BANKING GROUP* 1165 MEANING OF INSURANCE COMPANY AND RELATED EXPRESSIONS 1166 EMPLOYEES SHARE SCHEME 1167 MEANING OF PRESCRIBED 1168 HARD COPY AND ELECTRONIC FORM AND RELATED EXPRESSIONS 1169 DORMANT COMPANIES 1170 MEANING OF EE A STATE AND RELATED EXPRESSIONS 1170A RECEIVER OR MANAGER AND CERTAIN RELATED REFERENCES 1170B MEANING OF CONTRIBUTORY 1171 THE FORMER COMPANIES ACTS GENERAL 1172 REFERENCES TO REQUIREMENTS OF THIS ACT 1173 MINOR DEFINITIONS: GENERAL 1174 INDEX OF DEFINED EXPRESSIONS 39 COMPANIES: MINOR AMENDMENTS 1175 REMOVAL OF SPECIAL PROVISIONS ABOUT ACCOUNTS AND AUDIT OF CHARITABLE COMPANIES 37.1140.01 37.1141.01 37.1142.01 37.1143.01 37.1144.01 37.1145.01 37.1146.01 37.1147.01 37.1148.01 37.1149.01 37.1150.01 37.1151.01 37.1152.01 37.1153.01 37.1154.01 37.1155.01 37.1156.01 37.1157.01 38.1158.01 38.1159.01 38.1160.01 38.1161.01 38.1162.01 38.1163.01 38.1164.01 38.1165.01 38.1166.01 38.1167.01 38.1168.01 38.1169.01 38.1170.01 38.1170A.01 38.1170B.01 38.1171.01 38.1172.01 38.1173.01 38.1174.01 39.1175.01 XLVIU CONTENTS 1176 POWER OF SECRETARY OF STATE TO BRING CIVIL PROCEEDINGS ON COMPANY S BEHALF 1177 REPEAL OF CERTAIN PROVISIONS ABOUT COMPANY DIRECTORS 1178 REPEAL OF REQUIREMENT THAT CERTAIN COMPANIES PUBLISH PERIODICAL STATEMENT 1179 REPEAL OF REQUIREMENT THAT SECRETARY OF STATE PREPARE ANNUAL REPORT 1180 REPEAL OF CERTAIN PROVISIONS ABOUT COMPANY CHARGES 1181 ACCESS TO CONSTITUTIONAL DOCUMENTS OF RTE AND RTM COMPANIES 39.1176.01 39.1177.01 39.1178.01 39.1179.01 39.1180.01 39.1181.01 40 COMPANY DIRECTORS: FOREIGN DISQUALIFICATION ETC INTRODUCTORY 1182 PERSONS SUBJECT TO FOREIGN RESTRICTIONS 40.1182.01 1183 MEANING OF THE COURT AND UK COMPANY 40.1183.01 POWER TO DISQUALIFY 1184 DISQUALIFICATION OF PERSONS SUBJECT TO FOREIGN RESTRICTIONS 40.1184.01 1185 DISQUALIFICATION REGULATIONS: SUPPLEMENTARY 40.1185.01 1186 OFFENCE OF BREACH OF DISQUALIFICATION 40.1186.01 POWER TO MAKE PERSONS LIABLE FOR COMPANY S DEBTS 1187 PERSONAL LIABILITY FOR DEBTS OF COMPANY 40.1187.01 POWER TO REQUIRE STATEMENTS TO BE SENT TO THE REGISTRAR OF COMPANIES 1188 STATEMENTS FROM PERSONS SUBJECT TO FOREIGN RESTRICTIONS 40.1188.01 1189 STATEMENTS FROM PERSONS DISQUALIFIED 40.1189.01 1190 STATEMENTS: WHETHER TO BE MADE PUBLIC 40.1190.01 1191 OFFENCES 40.1191.01 1192 1193 1194 1195 1196 1197 1198 1199 1200 1201 41 BUSINESS NAMES CHAPTER 1 RESTRICTED OR PROHIBITED NAMES INTRODUCTORY APPLICATION OF THIS CHAPTER SENSITIVE WORDS OR EXPRESSIONS NAME SUGGESTING CONNECTION WITH GOVERNMENT OR PUBLIC AUTHORITY OTHER SENSITIVE WORDS OR EXPRESSIONS REQUIREMENT TO SEEK COMMENTS OF GOVERNMENT DEPARTMENT OR OTHER RELEVANT BODY WITHDRAWAL OF SECRETARY OF STATE S APPROVAL MISLEADING NAMES NAME CONTAINING INAPPROPRIATE INDICATION OF COMPANY TYPE OR LEGAL FORM NAME GIVING MISLEADING INDICATION OF ACTIVITIES SUPPLEMENTARY SAVINGS FOR EXISTING LAWFUL BUSINESS NAMES CHAPTER 2 DISCLOSURE REQUIRED IN CASE OF INDIVIDUAL OR PARTNERSHIP INTRODUCTORY APPLICATION OF THIS CHAPTER INFORMATION REQUIRED TO BE DISCLOSED 41.1192.01 41.1193.01 41.1194.01 41.1195.01 41.1196.01 41.1197.01 41.1198.01 41.1199.01 41.1200.01 41.1201.01 1202 1203 1204 1205 1206 1207 1208 1209 1210 1211 1212 1213 DISCLOSURE REQUIREMENTS DISCLOSURE REQUIREMENTS: BUSINESS DOCUMENTS ETC EXEMPTION FOR LARGE PARTNERSHIPS IF CERTAIN CONDITIONS MET DISCLOSURE REQUIRED: BUSINESS PREMISES CONSEQUENCES OF FAILURE TO MAKE REQUIRED DISCLOSURE CRIMINAL CONSEQUENCES OF FAILURE TO MAKE REQUIRED DISCLOSURE CIVIL CONSEQUENCES OF FAILURE TO MAKE REQUIRED DISCLOSURE CHAPTER 3 SUPPLEMENTARY APPLICATION OF GENERAL PROVISIONS ABOUT OFFENCES INTERPRETATION 42 STATUTORY AUDITORS CHAPTER 1 INTRODUCTORY MAIN PURPOSES OF PART MEANING OF STATUTORY AUDITOR ETC ELIGIBILITY FOR APPOINTMENT AS A STATUTORY AUDITOR: OVERVIEW CHAPTER 2 INDIVIDUALS AND FIRMS ELIGIBILITY FOR APPOINTMENT INDIVIDUALS AND FIRMS: ELIGIBILITY FOR APPOINTMENT AS A STATUTORY AUDITOR EFFECT OF INELIGIBILITY CONTENTS 41.1202.01 41.1203.01 41.1204.01 41.1205,01 41.1206.01 41.1207.01 41.1208.01 42.1209.01 42.1210.01 42.1211.01 42.1212.01 42.1213.01 XLIX 1214 1215 1216 1217 1218 1219 1220 1221 1222 INDEPENDENCE REQUIREMENT INDEPENDENCE REQUIREMENT EFFECT OF LACK OF INDEPENDENCE EFFECT OF APPOINTMENT OF A PARTNERSHIP EFFECT OF APPOINTMENT OF A PARTNERSHIP SUPERVISORY BODIES SUPERVISORY BODIES EXEMPTION FROM LIABILITY FOR DAMAGES PROFESSIONAL QUALIFICATIONS APPROPRIATE QUALIFICATIONS QUALIFYING BODIES AND RECOGNISED PROFESSIONAL QUALIFICATIONS APPROVAL OF [THIRD COUNTRY] QUALIFICATIONS ELIGIBILITY OF INDIVIDUALS RETAINING ONLY 1967 ACT AUTHORISATION INFORMATION 1223 MATTERS TO BE NOTIFIED TO THE SECRETARY OF STATE 1223A NOTIFICATION OF MATTERS RELEVANT TO OTHER EEA STATES 1224 THE SECRETARY OF STATE S POWER TO CALL FOR INFORMATION 1224A RESTRICTIONS ON DISCLOSURE 1224B OFFENCE OF DISCLOSURE IN CONTRAVENTION OF SECTION 1224A ENFORCEMENT 1225 ENFORCEMENT: GENERAL 1225A DIRECTIONS: GENERAL 1225B DIRECTIONS: SUPPLEMENTARY 1225C COMPLIANCE ORDERS 1225D FINANCIAL PENALTIES: GENERAL 1225E FINANCIAL PENALTIES: SUPPLEMENTARY 1225F APPEALS AGAINST FINANCIAL PENALTIES 1225G RECOVERY OF FINANCIAL PENALTIES 42.1214.01 42.1215.01 42.1216.01 42.1217.01 42.1218.01 42.1219.01 42.1220.01 42.1221.01 42.1222.01 42.1223.01 42.1223A.01 42.1224.01 42.1224A.01 42.1224B.01 42.1225.01 42.1225A.01 42.1225B.01 42.1225C.01 42.1225D.01 42.1225E.01 42.1225E01 42.1225G.01 1 CONTENTS CHAPTER 3 AUDITORS GENERAL ELIGIBILITY FOR APPOINTMENT 1226 AUDITORS GENERAL: ELIGIBILITY FOR APPOINTMENT AS A STATUTORY AUDITOR CONDUCT OF AUDITS MIL INDIVIDUALS RESPONSIBLE FOR AUDIT WORK ON BEHALF OF AUDITORS GENERAL THE INDEPENDENT SUPERVISOR 1228 APPOINTMENT OF THE INDEPENDENT SUPERVISOR SUPERVISION OF AUDITORS GENERAL 1229 SUPERVISION OF AUDITORS GENERAL BY THE INDEPENDENT SUPERVISOR 1230 DUTIES OF AUDITORS GENERAL IN RELATION TO SUPERVISION ARRANGEMENTS REPORTING REQUIREMENT 1231 REPORTS BY THE INDEPENDENT SUPERVISOR INFORMATION 1232 MATTERS TO BE NOTIFIED TO THE INDEPENDENT SUPERVISOR 1233 THE INDEPENDENT SUPERVISORS POWER TO CALL FOR INFORMATION ENFORCEMENT 1234 SUSPENSION NOTICES 1235 EFFECT OF SUSPENSION NOTICES 1236 COMPLIANCE ORDERS PROCEEDINGS 1237 PROCEEDINGS INVOLVING THE INDEPENDENT SUPERVISOR GRANTS 1238 GRANTS TO THE INDEPENDENT SUPERVISOR CHAPTER 4 THE REGISTER OF AUDITORS ETC 1239 THE REGISTER OF AUDITORS 1240 INFORMATION TO BE MADE AVAILABLE TO PUBLIC CHAPTER 5 REGISTERED THIRD COUNTRY AUDITORS INTRODUCTORY 1241 MEANING OF THIRD COUNTRY AUDITOR 1 AND UK-TRADED NON-EEA COMPANY DUTIES 1242 DUTIES OF REGISTERED THIRD COUNTRY AUDITORS INFORMATION 1243 MATTERS TO BE NOTIFIED TO THE SECRETARY OF STATE 1244 THE SECRETARY OF STATE S POWER TO CALL FOR INFORMATION ENFORCEMENT 1245 COMPLIANCE ORDERS 1246 REMOVAL OF THIRD COUNTRY AUDITORS FROM THE REGISTER OF AUDITORS 1247 GRANTS TO BODIES CONCERNED WITH ARRANGEMENTS UNDER SCHEDULE 12 42.1226.02 42.1227.01 42.1228.01 42.1229.01 42.1230.01 42.1231.01 42.1232.01 42.1233.01 42.1234.01 42.1235.01 42.1236.01 42.1237.01 42.1238.01 42.1239.01 42.1240.01 42.1241.01 42.1242.01 42.1243.01 42.1244.01 42.1245.01 42.1246.01 42.1247.01 CONTENTS LI CHAPTER 6 SUPPLEMENTARY AND GENERAL POWER TO REQUIRE SECOND COMPANY AUDIT SECRETARY OF STATES POWER TO REQUIRE SECOND AUDIT OF A COMPANY 1248 1249 SUPPLEMENTARY PROVISION ABOUT SECOND AUDITS FALSE AND MISLEADING STATEMENTS 1250 MISLEADING, FALSE AND DECEPTIVE STATEMENTS FEES 1251 FEES DUTY OF SECRETARY OF STATE TO REPORT ON INSPECTIONS 1251A DUTY OF SECRETARY OF STATE TO REPORT ON INSPECTIONS DELEGATION OF SECRETARY OFSTATES FUNCTIONS 1252 DELEGATION OF THE SECRETARY OF STATE S FUNCTIONS 1253 DELEGATION OF FUNCTIONS TO AN EXISTING BODY COOPERATION WITH FOREIGN COMPETENT AUTHORITIES 1253A REQUESTS TO FOREIGN COMPETENT AUTHORITIES 1253B REQUESTS FROM EEA COMPETENT AUTHORITIES 1253C NOTIFICATION TO COMPETENT AUTHORITIES OF OTHER EEA STATES TRANSFER OF PAPERS TO THIRD COUNTRIES 1253D RESTRICTION ON TRANSFER OF AUDIT WORKING PAPERS TO THIRD COUNTRIES 1253E WORKING ARRANGEMENTS FOR TRANSFER OF PAPERS 1253F PUBLICATION OF WORKING ARRANGEMENTS 1254 1255 1256 1257 1258 1259 INTERNATIONAL OBLIGATIONS DIRECTIONS TO COMPLY WITH INTERNATIONAL OBLIGATIONS GENERAL PROVISION RELATING TO OFFENCES OFFENCES BY BODIES CORPORATE* PARTNERSHIPS AND UNINCORPORATED ASSOCIATIONS TIME LIMITS FOR PROSECUTION OF OFFENCES JURISDICTION AND PROCEDURE IN RESPECT OF OFFENCES SERVICE OF NOTICES DOCUMENTS IN ELECTRONIC FORM NOTICES ETC INTERPRETATION 1260 MEANING OF ASSOCIATE 1261 MINOR DEFINITIONS 1262 INDEX OF DEFINED EXPRESSIONS MISCELLANEOUS AND GENERAL 1263 POWER TO MAKE PROVISION IN CONSEQUENCE OF CHANGES AFFECTING ACCOUNTANCY BODIES 1264 CONSEQUENTIAL AMENDMENTS 42.1248.01 42,1249.01 42.1250.01 42.1251.01 42.1251A.01 42.1252.01 42.1253.01 42.1253 A.01 42.1253B.01 42.1253C01 42.1253D.01 42.1253E.01 42.1253F.01 42.1254.01 42.1255.01 42.1256.01 42.1257.01 42.1258.01 42.1259.01 42.1260.01 42.1261.01 42.1262.01 42.1263.01 42.1264.01 43 TRANSPARENCY OBLIGATIONS AND RELATED MATTERS INTRODUCTORY 1265 THE TRANSPARENCY OBLIGATIONS DIRECTIVE 43.1265.01 HI CONTENTS TRANSPARENCY OBLIGATIONS 1266 TRANSPARENCY RULES 1267 COMPETENT AUTHORITY S POWER TO CALL FOR INFORMATION 1268 POWERS EXERCISABLE IN CASE OF INFRINGEMENT OF TRANSPARENCY OBLIGATION OTHER MATTERS 1269 CORPORATE GOVERNANCE RULES 1270 LIABILITY FOR FALSE OR MISLEADING STATEMENTS IN CERTAIN PUBLICATIONS 1271 EXERCISE OF POWERS WHERE UK IS HOST MEMBER STATE 1272 TRANSPARENCY OBLIGATIONS AND RELATED MATTERS: MINOR CONSEQUENTIAL AMENDMENTS 1273 CORPORATE GOVERNANCE REGULATIONS 43.1266.01 43.1267.01 43.1268.01 43.1269.01 43.1270.01 43.1271.01 43.1272.01 43.1273.01 1274 1275 1276 1277 1278 1279 1280 1281 1282 1283 1284 1285 1286 1287 1288 1289 1290 1291 1292 44 MISCELLANEOUS PROVISIONS REGULATION OF ACTUARIES ETC GRANTS TO BODIES CONCERNED WITH ACTUARIAL STANDARDS ETC LEVY TO PAY EXPENSES OF BODIES CONCERNED WITH ACTUARIAL STANDARDS ETC APPLICATION OF PROVISIONS TO SCOTLAND AND NORTHERN IRELAND INFORMATION AS TO EXERCISE OF VOTING RIGHTS BY INSTITUTIONAL INVESTORS POWER TO REQUIRE INFORMATION ABOUT EXERCISE OF VOTING RIGHTS INSTITUTIONS TO WHICH INFORMATION PROVISIONS APPLY SHARES TO WHICH INFORMATION PROVISIONS APPLY OBLIGATIONS WITH RESPECT TO PROVISION OF INFORMATION DISCLOSURE OF INFORMATION UNDER THE ENTERPRISE ACT 2002 DISCLOSURE OF INFORMATION UNDER THE ENTERPRISE ACT 2002 EXPENSES OF WINDING UP PAYMENT OF EXPENSES OF WINDING UP COMMONHOLD ASSOCIATIONS AMENDMENT OF MEMORANDUM OR ARTICLES OF COMMONHOLD ASSOCIATION 45 NORTHERN IRELAND EXTENSION OF COMPANIES ACTS TO NORTHERN IRELAND EXTENSION OF GB ENACTMENTS RELATING TO SES EXTENSION OF GB ENACTMENTS RELATING TO CERTAIN OTHER FORMS OF BUSINESS ORGANISATION EXTENSION OF ENACTMENTS RELATING TO BUSINESS NAMES 46 GENERAL SUPPLEMENTARY PROVISIONS REGULATIONS AND ORDERS REGULATIONS AND ORDERS: STATUTORY INSTRUMENT REGULATIONS AND ORDERS: NEGATIVE RESOLUTION PROCEDURE REGULATIONS AND ORDERS: AFFIRMATIVE RESOLUTION PROCEDURE REGULATIONS AND ORDERS: APPROVAL AFTER BEING MADE REGULATIONS AND ORDERS: SUPPLEMENTARY 44.1274.01 44.1275.01 44.1276.01 44.1277.01 44.1278.01 44.1279.01 44.1280.01 44.1281.01 44.1282.01 44.1283.01 45.1284.01 45.1285.01 45.1286.01 45.1287.01 MEANING OF ENACTMENT 1293 MEANING OF ENACTMENT 46.1288.01 46.1289.01 46.1290.01 46.1291.01 46.1292.01 46.1293.01 CONTENTS LIII CONSEQUENTIAL AND TRANSITIONAL PROVISIONS 1294 POWER TO MAKE CONSEQUENTIAL AMENDMENTS ETC 46.1294.01 1295 REPEALS 46.1295.01 1296 POWER TO MAKE TRANSITIONAL PROVISION AND SAVINGS 46.1296.01 1297 CONTINUITY OF THE LAW 46.1297.01 1298 SHORT TITLE 1299 EXTENT 1300 COMMENCEMENT 47 FINAL PROVISIONS 47.1298.01 47.1299.01 47.1300.01 48 SCHEDULES 1 CONNECTED PERSONS: REFERENCES TO AN INTEREST IN SHARES OR DEBENTURES 48.SCHL.01 2 SPECIFIED PERSONS, DESCRIPTIONS OF DISCLOSURES ETC FOR THE PURPOSES OF SECTION 948 48.SCH2.01 4 DOCUMENTS AND INFORMATION SENT OR SUPPLIED TO A COMPANY 48.SCH4.01 5 COMMUNICATIONS BY A COMPANY 48.SCH5.01 6 MEANING OF SUBSIDIARY ETC: SUPPLEMENTARY PROVISIONS 48.SCH6.01 7 PARENT AND SUBSIDIARY UNDERTAKINGS: SUPPLEMENTARY PROVISIONS 48.SCH7.01 8 INDEX OF DEFINED EXPRESSIONS 48.SCH8.01 9 REMOVAL OF SPECIAL PROVISIONS ABOUT ACCOUNTS AND AUDIT OF CHARITABLE COMPANIES 48.SCH9.01 10 RECOGNISED SUPERVISORY BODIES 48.SCHL0.01 11 RECOGNISED PROFESSIONAL QUALIFICATIONS 48.SCHLL.01 11A SPECIFIED PERSONS, DESCRIPTIONS, DISCLOSURES ETC FOR THE PURPOSES OF SECTION 1224A 48.SCHLLA.01 12 ARRANGEMENTS IN WHICH REGISTERED THIRD COUNTRY AUDITORS ARE REQUIRED TO PARTICIPATE 48.SCH 12.01 13 SUPPLEMENTARY PROVISIONS WITH RESPECT TO DELEGATION ORDER 48.SCHL3.01 49 UNCERTIFICATED SECURITIES REGULATIONS UNCERTIFICATED SECURITIES REGULATIONS 49.USR.01 50 CA 1985 PART XVIII COMPANIES FLOATING CHARGES AND RECEIVERS (SCOTLAND) 462 POWER OF INCORPORATED COMPANY TO CREATE FLOATING CHARGE 463 EFFECT OF FLOATING CHARGE ON WINDING UP 464 RANKING OF FLOATING CHARGES 465 CONTINUED EFFECT OF CERTAIN CHARGES VALIDATED BY ACT OF 1972 466 ALTERATION OF FLOATING CHARGES 486 INTERPRETATION FOR PART XVIII GENERALLY 487 EXTENT OF PART XVIII 50.CA85.02 50.CA85.06 50.CA85.12 50.CA85.21 50.CA85.23 50.CA85.29 50.CA85.31 51 TABLE A AND MODEL ARTICLES TABLE A VERSION OF TABLE A APPLYING TO COMPANIES LIMITED BY SHARES REGISTERED FROM 1 JULY 1948 TO 30 JUNE 1985 VERSION OF TABLE A APPLYING TO COMPANIES LIMITED BY SHARES REGISTERED BETWEEN 1 JULY 1985 AND 30 SEPTEMBER 2009 THE MODEL ARTICLES MODEL ARTICLES APPLYING TO PRIVATE COMPANIES LIMITED BY SHARES MODEL ARTICLES APPLYING TO PRIVATE COMPANIES LIMITED BY GUARANTEE MODEL ARTICLES APPLYING TO PUBLIC COMPANIES 51.TA.01 51.TA.07 51.TA.08 51.MA.01 51.MA.25 51.MA.78 5LMA.117 CONTENTS SI 2006/3429 SI 2007/318 SI 2007/2081 SI 2007/2612 SI 2007/3152 SI 2007/3534 SI 2007/3535 SI 2007/3494 SI 2008/373 SI 2008/374 SI 2008/393 SI 2008/409 SI 2008/410 SI 2008/489 SI 2008/495 SI 2008/496 SI 2008/497 SI 2008/499 SI 2008/565 SI 2008/567 SI 2008/569 SI 2008/729 SI 2008/1659 SI 2008/1738 SI 2008/1915 SI 2008/2639 SI 2008/2996 SI 2008/3000 SI 2008/3006 SI 2008/3007 SI 2008/3014 SI 2009/214 SI 2009/218 SI 2009/388 SI 2009/1085 52 STATUTORY INSTRUMENTS THE COMPANIES (REGISTRAR, LANGUAGES AND TRADING DISCLOSURES) REGULATIONS 2006 THE COMPANIES ACTS (UNREGISTERED COMPANIES) REGULATIONS 2007 THE COMPANIES (POLITICAL EXPENDITURE EXEMPTION) ORDER 2007 THE COMPANIES (FEES FOR INSPECTION AND COPYING OF COMPANY RECORDS) REGULATIONS 2007 THE COMPANY AND BUSINESS NAMES (AMENDMENT) (NO 2) REGULATIONS 2007 THE INDEPENDENT SUPERVISOR APPOINTMENT ORDER 2007 THE COMPANIES (FEES FOR INSPECTION AND COPYING OF COMPANY RECORDS) (NO 2) REGULATIONS 2007 THE STATUTORY AUDITORS AND THIRD COUNTRY AUDITORS REGULATIONS 2007 THE COMPANIES (REVISION OF DEFECTIVE ACCOUNTS AND REPORTS) REGULATIONS 2008 THE COMPANIES (SUMMARY FINANCIAL STATEMENT) REGULATIONS 2008 THE COMPANIES ACT 2006 (AMENDMENT) (ACCOUNTS AND REPORTS) REGULATIONS 2008 THE SMALL COMPANIES AND GROUPS (ACCOUNTS AND DIRECTORS REPORT) REGULATIONS 2008 THE LARGE AND MEDIUM-SIZED COMPANIES AND GROUPS (ACCOUNTS AND REPORTS) REGULATIONS 2008 THE COMPANIES (DISCLOSURE OF AUDITOR REMUNERATION AND LIABILITY LIMITATION AGREEMENTS) REGULATIONS 2008 THE COMPANIES (TRADING DISCLOSURES) REGULATIONS 2008 THE STATUTORY AUDITORS (DELEGATION OF FUNCTIONS ETC) ORDER 2008 THE COMPANIES (LATE FILING PENALTIES) AND LIMITED LIABILITY PARTNERSHIPS (FILING PERIODS AND LATE FILING PENALTIES) REGULATIONS 2008 THE STATUTORY AUDITORS AND THIRD COUNTRY AUDITORS (AMENDMENT) REGULATIONS 2008 THE INSURANCE ACCOUNTS DIRECTIVE (MISCELLANEOUS INSURANCE UNDERTAKINGS) REGULATIONS 2008 THE BANK ACCOUNTS DIRECTIVE (MISCELLANEOUS BANKS) REGULATIONS 2008 THE PARTNERSHIPS (ACCOUNTS) REGULATIONS 2008 THE COMPANIES (AUTHORISED MINIMUM) REGULATIONS 2008 THE COMPANIES ACT 1985 (ANNUAL RETURN) AND COMPANIES (PRINCIPAL BUSINESS ACTIVITIES) (AMENDMENT) REGULATIONS 2008 THE COMPANY NAMES ADJUDICATOR RULES 2008 THE COMPANIES (REDUCTION OF SHARE CAPITAL) ORDER 2008 THE STATUTORY AUDITORS AND THIRD COUNTRY AUDITORS (AMENDMENT) (NO 2) REGULATIONS 2008 THE COMPANIES (PARTICULARS OF COMPANY CHARGES) REGULATIONS 2008 THE COMPANIES ACT 2006 (ANNUAL RETURN AND SERVICE ADDRESSES) REGULATIONS 2008 THE COMPANIES (COMPANY RECORDS) REGULATIONS 2008 THE COMPANIES (FEES FOR INSPECTION OF COMPANY RECORDS) REGULATIONS 2008 THE COMPANIES (REGISTRATION) REGULATIONS 2008 THE COMPANIES (DISCLOSURE OF ADDRESS) REGULATIONS 2009 THE COMPANIES (TRADING DISCLOSURES) (AMENDMENT) REGULATIONS 2009 THE COMPANIES (SHARES AND SHARE CAPITAL) ORDER 2009 THE COMPANY AND BUSINESS NAMES (MISCELLANEOUS PROVISIONS) REGULATIONS 2009 SL01 SL02 SI.03 SL04 SL05 SI.06 SI.07 SI.08 SI.09 SI.10 SI. 11 SL12 SI. 13 SI.14 SI. 15 SI. 16 SI. 17 SI.18 SL19 SI.20 SI.21 SI.22 SI.23 SL24 SI.25 SL26 SI.27 SI.28 SI.29 SI.30 SI.31 SI.32 SI.33 SI.34 SI.35 CONTENTS LV SI 2009/1632 THE COMPANIES (SHAREHOLDERS RIGHTS) REGULATIONS 2009 SI 2009/1803 THE REGISTRAR OF COMPANIES AND APPLICATIONS FOR STRIKING OFF REGULATIONS 2009 SI 2009/2022 THE COMPANIES (SHARE CAPITAL AND ACQUISITION BY COMPANY OF ITS OWN SHARES) REGULATIONS 2009 SI 2009/2404 THE COMPANY, LIMITED LIABILITY PARTNERSHIP AND BUSINESS NAMES (MISCELLANEOUS PROVISIONS) (AMENDMENT) REGULATIONS 2009 SI 2009/2425 THE COMPANIES (AUTHORISED MINIMUM) REGULATIONS 2009 SI 2009/2436 THE UNREGISTERED COMPANIES REGULATIONS 2009 SI 2009/2615 THE COMPANY, LIMITED LIABILITY PARTNERSHIP AND BUSINESS NAMES (SENSITIVE WORDS AND EXPRESSIONS) REGULATIONS 2009 SI.36 SI.37 SI.38 SI.39 SI.40 SI.41 SI.42 FINANCIAL SERVICES AND MARKETS ACT 2000 53 INTRODUCTORY NOTE PART VI OFFICIAL LISTING 72 73 73A 74 PART 6 RULES THE OFFICIAL LIST RULES THE OFFICIAL LIST LISTING 75 APPLICATIONS FOR LISTING 76 DECISION ON APPLICATION 77 DISCONTINUANCE AND SUSPENSION OF LISTING 78 DISCONTINUANCE OR SUSPENSION: PROCEDURE 78 A DISCONTINUANCE OR SUSPENSION AT THE REQUEST OF THE ISSUER: PROCEDURE LISTING PARTICULARS 79 LISTING PARTICULARS AND OTHER DOCUMENTS 80 GENERAL DUTY OF DISCLOSURE IN LISTING PARTICULARS 81 SUPPLEMENTARY LISTING PARTICULARS 82 EXEMPTIONS FROM DISCLOSURE 83 [...] 84 MATTERS WHICH MAY BE DEALT WITH BY PROSPECTUS RULES 85 PROHIBITION OF DEALING ETC. IN TRANSFERABLE SECURITIES WITHOUT APPROVED PROSPECTUS 86 EXEMPT OFFERS TO THE PUBLIC 87 ELECTION TO HAVE PROSPECTUS APPROVAL OF PROSPECTUS 87A CRITERIA FOR APPROVAL OF PROSPECTUS BY COMPETENT AUTHORITY 87B EXEMPTIONS FROM DISCLOSURE 87C CONSIDERATION OF APPLICATION FOR APPROVAL 87D PROCEDURE FOR DECISION ON APPLICATION FOR APPROVAL TRANSFER OF APPLICATION FOR APPROVAL OF A PROSPECTUS 87E TRANSFER BY COMPETENT AUTHORITY OF APPLICATION FOR APPROVAL 87F TRANSFER TO COMPETENT AUTHORITY OF APPLICATION FOR APPROVAL SUPPLEMENTARY PROSPECTUS 87G SUPPLEMENTARY PROSPECTUS 53.72.01 53.73.01 53.73A.01 53.74.01 53.75.01 53.76.01 53.77.01 53.78.01 53.78A.01 53.79.01 53.80.01 53.81.01 53.82.01 53.83.01 53.84.01 53.85.01 53.86.01 53.87.01 53.87A.01 53.87B.01 53.87C.01 53.87D.01 53.87E.01 53.87E01 53.87G.01 PASSPORTING LVI CONTENTS 87H PROSPECTUS APPROVED IN ANOTHER EEA STATE 871 PROVISION OF INFORMATION TO HOST MEMBER STATE TRANSFERABLE SECURITIES: POWERS OF COMPETENT AUTHORITY 871 REQUIREMENTS IMPOSED AS CONDITION OF APPROVAL 87K POWER TO SUSPEND OR PROHIBIT OFFER TO THE PUBLIC 87L POWER TO SUSPEND OR PROHIBIT ADMISSION TO TRADING ON A REGULATED MARKET 87M PUBLIC CENSURE OF ISSUER 87N RIGHT TO REFER MATTERS TO THE TRIBUNAL 870 PROCEDURE UNDER SECTIONS 87K AND 87L 87P EXERCISE OF POWERS AT REQUEST OF COMPETENT AUTHORITY OF ANOTHER EEA STATE 87Q RIGHT OF INVESTOR TO WITHDRAW 87R [...] RIGHTS OF INVESTORS RIGHTS OF INVESTORS SPONSORS 88 SPONSORS 88A DISCIPLINARY POWERS: CONTRAVENTION OF S.88(3)(C) OR (E) 88B ACTION UNDER S.88 A: PROCEDURE AND RIGHT TO REFER TO TRIBUNAL 88C ACTION UNDER S.88 A: STATEMENT OF POLICY 88D STATEMENT OF POLICY UNDER S.88C: PROCEDURE 88E POWERS EXERCISABLE TO ADVANCE OPERATIONAL OBJECTIVES 88F ACTION UNDER S.88E: PROCEDURE 89 [...] TRANSPARENCY OBLIGATIONS 89A TRANSPARENCY RULES 89B PROVISION OF VOTEHOLDER INFORMATION 89C PROVISION OF INFORMATION BY ISSUERS OF TRANSFERABLE SECURITIES 89D NOTIFICATION OF VOTING RIGHTS HELD BY ISSUER 89E NOTIFICATION OF PROPOSED AMENDMENT OF ISSUER S CONSTITUTION 89F TRANSPARENCY RULES: INTERPRETATION ETC 89G TRANSPARENCY RULES: OTHER SUPPLEMENTARY PROVISIONS POWER OFFCA TO CALL FOR INFORMATION 89H FCA S POWER TO CALL FOR INFORMATION 891 REQUIREMENTS IN CONNECTION WITH CALL FOR INFORMATION 89J POWER TO CALL FOR INFORMATION: SUPPLEMENTARY PROVISIONS 53.87H.01 53.871.01 53.87J.01 53.87K.01 53.87L01 53.87M.01 53.87N.01 53.870.01 53.87P.01 53.87Q.01 53.87R.01 53.88.01 53.88A.01 53.88B.01 53.88C.01 53.88D.01 53.88E.01 53.88E01 53.89.01 53.89A.01 53.89B.01 53.89C01 53.89D.01 53.89E.01 53.89F.01 53.89G.01 53.89H.01 53.891.01 53.89J.01 89K 89L 89M 89N [POWERS EXERCISABLE IN CASE OF INFRINGEMENT OF TRANSPARENCY OBLIGATION ] PUBLIC CENSURE OF ISSUER POWER TO SUSPEND OR PROHIBIT TRADING OF SECURITIES PROCEDURE UNDER SECTION 89L RIGHT TO REFER MATTERS TO THE TRIBUNAL CORPORATE GOVERNANCE 890 CORPORATE GOVERNANCE RULES [PRIMARY INFORMATION PROVIDERS] 89P PRIMARY INFORMATION PROVIDERS 89Q DISCIPLINARY POWERS: CONTRAVENTION OF S.89P(4)(B) OR (D) 89R ACTION UNDER S.89Q: PROCEDURE AND RIGHT TO REFER TO TRIBUNAL 89S ACTION UNDER S.89Q: STATEMENT OF POLICY 89T STATEMENT OF POLICY UNDER S.89S: PROCEDURE 89U POWERS EXERCISABLE TO ADVANCE OPERATIONAL OBJECTIVES 89V ACTION UNDER S.89U: PROCEDURE 53.89K.01 53.89L.01 53.89M.01 53.89N.01 53.890.01 53.89P.01 53.89Q.01 53.89R.01 53.89S.01 53.89T.01 53.89U.01 53.89 V.01 CONTENTS IVII COMPENSATION FOR FALSE OR MISLEADING STATEMENTS ETC 90 COMPENSATION FOR STATEMENTS IN LISTING PARTICULARS OR PROSPECTUS 90ZA LIABILITY FOR KEY INVESTOR INFORMATION 90A LIABILITY OF ISSUERS IN CONNECTION WITH PUBLISHED INFORMATION 90B POWER TO MAKE FURTHER PROVISION ABOUT LIABILITY FOR PUBLISHED INFORMATION PENALTIES 91 PENALTIES FOR BREACH OF PART 6 RULES 92 PROCEDURE 93 STATEMENT OF POLICY 94 STATEMENTS OF POLICY: PROCEDURE COMPETITION 95 COMPETITION SCRUTINY MISCELLANEOUS 96 96A 96B 96C 97 98 99 100 100 A 101 102 OBLIGATIONS OF ISSUERS OF LISTED SECURITIES DISCLOSURE OF INFORMATION REQUIREMENTS DISCLOSURE RULES: PERSONS RESPONSIBLE FOR COMPLIANCE SUSPENSION OF TRADING APPOINTMENT BY FCA OF PERSONS TO CARRY OUT INVESTIGATIONS EXERCISE OF POWERS WHERE UK IS HOST MEMBER STATE LISTING RULES: GENERAL PROVISIONS INTERPRETATIVE PROVISIONS 102A MEANING OF SECURITIES ETC. 102B MEANING OF OFFER OF TRANSFERABLE SECURITIES TO THE PUBLIC* ETC 102C MEANING OF HOME STATE* IN RELATION TO TRANSFERABLE SECURITIES 103 INTERPRETATION OF THIS PART 53.90.01 53.90ZA.01 53.90A.01 53.90B.01 53.91.01 53.92.01 53.93.01 53.94.01 53.95.01 53.96.01 53.96A.01 53.96B.01 53.96C.01 53.97.01 53.98.01 53.99.01 53.100.01 53.100A.01 53.101.01 53.102.01 53.1O2A.O1 53.102B.01 53.102C.01 53.103.01 INDEX 1801
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spelling	Annotated companies legislation ed. by John Birds ... Contributors: John Birds ; Nigel Boardman ... 3. ed. Oxford Oxford University Press 2013 CCII, 1827 S. txt rdacontent n rdamedia nc rdacarrier Includes bibliographical references and index Corporation law / Great Britain Gesellschaftsrecht Grossbritannien Großbritannien Birds, John Sonstige (DE-588)170766071 oth Boardman, Nigel Sonstige oth SWB Datenaustausch application/pdf http://bvbr.bib-bvb.de:8991/F?func=service&doc_library=BVB01&local_base=BVB01&doc_number=026032138&sequence=000001&line_number=0001&func_code=DB_RECORDS&service_type=MEDIA Inhaltsverzeichnis
spellingShingle	Annotated companies legislation Corporation law / Great Britain Gesellschaftsrecht
title	Annotated companies legislation
title_auth	Annotated companies legislation
title_exact_search	Annotated companies legislation
title_full	Annotated companies legislation ed. by John Birds ... Contributors: John Birds ; Nigel Boardman ...
title_fullStr	Annotated companies legislation ed. by John Birds ... Contributors: John Birds ; Nigel Boardman ...
title_full_unstemmed	Annotated companies legislation ed. by John Birds ... Contributors: John Birds ; Nigel Boardman ...
title_short	Annotated companies legislation
title_sort	annotated companies legislation
topic	Corporation law / Great Britain Gesellschaftsrecht
topic_facet	Corporation law / Great Britain Gesellschaftsrecht Grossbritannien Großbritannien
url	http://bvbr.bib-bvb.de:8991/F?func=service&doc_library=BVB01&local_base=BVB01&doc_number=026032138&sequence=000001&line_number=0001&func_code=DB_RECORDS&service_type=MEDIA
work_keys_str_mv	AT birdsjohn annotatedcompanieslegislation AT boardmannigel annotatedcompanieslegislation

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